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Kingsway Announces Sale Of 2,625,000 Shares Of Its Atlas Holdings

Stocks in this article: KFS

TORONTO, Feb. 12, 2013 /PRNewswire/ - (TSX: KFS, NYSE: KFS) Kingsway Financial Services Inc. ("Kingsway" or the "Company") today announced that it has executed an underwriting agreement to sell 2,625,000 shares of the common stock of Atlas Financial Holdings, Inc. ("Atlas") held by its downstream holding company, Kingsway America Inc.  The shares are being offered as part of Atlas' United States initial public offering at a price per share of $5.85.  Net of transaction expenses, Kingsway expects to receive approximately $13.8 million of proceeds from the sale and report a loss on the transaction of approximately $3.7 million.  Following the transaction, Kingsway retains 1,262,471 shares of Atlas common stock and $18.0 million of Atlas preferred shares.  As of December 31, 2012, Kingsway also has accrued preferred dividends receivable from Atlas of $1.7 million.  References to share price and number of common shares reflect Atlas' previously announced share consolidation.

Sandler O'Neill + Partners, L.P. is acting as the book-running manager for the offering.  Sterne, Agee & Leach, Inc., EarlyBirdCapital, Inc. and Sidoti & Company LLC are acting as co-managers for the offering in the United States. Canaccord Genuity Corp. is acting as lead underwriter in connection with the offering in Canada.

The shares were offered pursuant to a registration statement on Form S-1 (File # 333-183276), including a prospectus, filed by Atlas with the Securities and Exchange Commission ("SEC").  It was declared effective by the SEC on February 11, 2013.

The offering is also being made in Canada pursuant to a short form prospectus filed in the provinces of Ontario, Alberta and British Columbia. Prospective investors should read the prospectus in the registration statement and other documents that Atlas has filed for more complete information about Atlas and the offering. Investors may obtain these documents without charge by visiting EDGAR on the SEC or SEDAR websites at www.sec.gov and www.sedar.com, respectively. Alternatively, copies of the U.S. written prospectus may be obtained from Sandler O'Neill + Partners, 1251 Avenue of The Americas, 6th Floor, New York, NY 10020, (866) 805-4128, and copies of the Canadian short form prospectus may be obtained from Canaccord Genuity Corp., 161 Bay Street, 30th Floor, Toronto, Ontario, Canada, M5J 2S1.

The offering is being made only by means of a written prospectus forming a part of the effective registration statement. The securities may not be sold nor may offers to buy be accepted in Canada until a final receipt for the short form prospectus is obtained from the Canadian securities regulatory authorities.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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