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WIT Director open letter

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    WIT Director open letter

    Thursday, 13 February 2014 17:12

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    As you know, WIT's shares freely trade on an over the counter market. Because of this, there are legal requirements under the Securities Act and the Business Corporations Act which require that any information provided to shareholders must meet certain minimum standards, in order to ensure that all shareholders are provided with the information required to make informed decisions. The Dissidents’ Circular, which you may or may not have received, does not provide WIT shareholders with any reasons on which to base their respective decisions on how to vote at the Special Meeting. Although the Dissidents' handout states that the Dissident Shareholders have a “plan” for the future of WIT, they did not share the details of that plan with WIT shareholders in the Dissident Circular, their handout, at the meeting on February 4, 2014 or in any other material provided to WIT shareholders. The omission of this material information from the Dissident Circular is a serious deficiency.

    Because of this, and several other serious deficiencies in the Dissidents’ Circular, WIT applied to the Court of Queen’s Bench to review the Dissidents' Circular. We did this because the Board of Directors has an obligation to ensure that WIT shareholders are adequately informed about the important decision to be made at the Special Meeting. The Dissident shareholders indicated in the handout provided at their February 4th meeting, and in their presentation, that they had a plan to resolve the outstanding issues facing WIT, but were unable to share them due to concerns regarding a $4 million break fee. If their solution, as they implied, regarded 'fixing' the P.I. Financial trading market, and 'fixing' the DRIP and CSPP, there was no legitimate reason why those plans could not be shared. We know that all three of those areas of concern are regulated by Saskatchewan Securities Commission, and are not simple to just 'fix', but we were interested to hear the proposed solutions, as we thought shareholders would be, prior to making a decision on how to vote. Even their lawyer, Warren Sproule, who acted as the mediator at their February 4th meeting, indicated they had a "plan" that they just couldn't share.

    At the Court hearing a week later , Jim Ehmann, another one of their lawyers, told the judge that "They have no plan, vote 'No', that’s the plan". They simply want to elect a new Board of Directors for WIT, and then they will attempt to figure out what to do.

    Because of these deficiencies, the Court ordered the Dissident Shareholders to prepare and deliver to WIT shareholders a corrected Dissidents’ Circular and a letter instructing WIT shareholders on how to revoke the Orange or Blue form of proxy that any WIT shareholder may have given to the Dissident Shareholders based on the assumption that the Dissident Shareholders had a “plan”. We strongly encourage you to revoke any Orange or Blue proxy that you provided to the Dissident Shareholders. Further, we strongly discourage you from providing the Dissident Shareholders with a proxy pursuant to the corrected Dissident Circular that you may receive. The Dissident Shareholders do not have a “plan”.

    We encourage you to read, if you have not done so already, the WIT Circular. The WIT Board of Directors has undertaken a serious and thorough review of the issues facing WIT in the changing and complex grain industry. Mr. Mainil and Mr. Richards chose to quit the Board near the beginning of the process due to a disagreement with the other members of the Board over the strategic review, rather than staying on the Board and working to convince the other Board members that they had a better alternative. In fact, Mainil and Richards subjected the Company to significant unnecessary expense by bringing a court action on November 7, 2013 attempting to have the Court of Queen's Bench overule the decision of the clear majority of the Board. This action was found by the Court on December 10, 2013 to be entirely without merit. The Court agreed that the Board of Directors is elected to evaluate information that is not available to all shareholders, and make a recommendation to shareholders for their ultimate consideration, if necessary. In other words, there cannot practically be 1,500 members of the Board.

    This Board has many years of experience as directors of WIT, and although the process and decision has not been an easy one, the Board is of the view that the proposed transaction will ensure that there continues to be a strong competitive force in the local area, that condo owners will be treated fairly, that $17.25 per WIT share is a fair price and the transaction provides 100% liquidity to all WIT shareholders.

    The WIT Board of Directors unanimously recommends that you vote FOR the proposed plan of arrangement and strongly recommends that you carefully review the WIT Circular and that you send in your completed Yellow proxy immediately to ensure your vote gets counted at the Special Meeting. If you have any further questions, please contact WIT at 1-800-552-8808, Shorecrest Group at 1-888-637-5789 or any of the directors listed below.

    Sincerely,

    Your Board of Directors:

    Allan Brigden 457-7131
    Ray Flaten 861-1181
    Jason Watson 861-6283
    Claude Carles 861-6481
    Jeff Gaab 861-4236
    Ken Fortner 861-1006
    Harvey McEwen 541-3758
    Ken Newman 442-7588
    Don Pulfer 861-7007
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