Acquisition of $4,500,000 of convertible unsecured debentures of Kingsway International Holdings Limited

    TORONTO, July 14 /CNW/ - Dr. Jonathan Koon Shum Choi ("Dr. Choi") of Hong
Kong, China announces that Sun Wah Capital Limited (a corporation controlled
by Dr. Choi) has entered into a subscription agreement to purchase convertible
unsecured debentures of Kingsway International Holdings Limited (the
"Corporation") for a principal amount of $4,500,000 (the "Debentures"). The
completion of the subscription is expected on or about July 31, 2008.
    The Debentures will be convertible into common shares of the Corporation
(the "Shares") at any time prior to the close of business on the earlier of
maturity and the business day immediately preceding the date fixed for
redemption of the Debentures at a conversion price of $0.80 per Share. The
Debentures will mature three years from their date of issue and bear interest
at the rate of 9% per annum payable semi-annually. The Corporation will also
have the right to redeem the Debentures in whole or in part at any time after
the date of issue if the 20-day volume weighted average price of the
Corporation's shares traded on the Toronto Stock Exchange exceeds $1.60 per
share. The Corporation may satisfy its obligation to pay the principal amount
of the Debentures plus any accrued and unpaid interest in whole or in part by
delivering that number of Shares equal to the amount due plus accrued interest
thereon divided by $0.80; provided that the trading in the Corporation's
shares equals or exceeds no less than 10% of the principal amount of the
Debentures to be redeemed in each of the previous 20 trading days. The
distribution of the Debentures to Sun Wah Capital Limited is exempt from
prospectus and registration requirements pursuant to exemptions including the
exemption set out in BC Instrument 72-503 - Distribution of Securities Outside
British Columbia.
    Currently and prior to the proposed acquisition of the Debentures, Dr.
Choi beneficially holds, directly and indirectly, 36,929,651 Shares,
representing approximately 46% of the outstanding Shares. Of the 36,929,651
Shares, 12,750,000 Shares are held by Sun Wah Capital Limited and 14,078,055
Shares are held by Scarlet Red Limited. Dr. Choi controls both Sun Wah Capital
Limited and Scarlet Red Limited. The remaining 10,101,596 Shares are held
directly by Dr. Choi.
    Immediately following the acquisition of the Debentures and assuming the
full conversion of the expected $8,000,000 of outstanding debentures, on a
fully-diluted basis, Dr. Choi will beneficially hold, directly and indirectly
42,554,651 Shares, representing approximately 45.91% of the then outstanding
Shares of approximately 92,700,005 Shares.
    Dr. Choi is beneficially acquiring the Debentures for investment
purposes. In pursuing such purposes, Dr. Choi takes a long-term view of the
investment. Dr. Choi reserves the right to formulate other plans or make other
proposals, and take such actions with respect to his investment in the
Corporation. Dr. Choi may at any time reconsider and change his plans or
proposals relating to the foregoing.
    This press release is issued pursuant to 111 of the Securities Act
(British Columbia), section 176 of the Securities Act (Alberta) and section
101 of the Securities Act (Ontario), which also require a report to be filed
with regulatory authorities in each of the jurisdictions containing additional
information with respect to the foregoing matters (the "Early Warning
Report"). A copy of the Early Warning Report will appear with the
Corporation's documents on the SEDAR website, at A copy of the
Early Warning Report may also be obtained by contacting Gary Quedado at (416)
861-3099 ext 238.

For further information:

For further information: Gary Quedado at (416) 861-3099 ext 238

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Sun Wah Capital Limited

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