Kingsway Announces Sale of 2,625,000 Shares of its Atlas Holdings

Tue Feb 12, 2013 12:34pm EST

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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.


About the Company


Kingsway is a holding company functioning as a merchant bank with a
 focus on long-term value-creation.  The Company owns or controls stakes
 in several insurance industry assets and utilizes its subsidiaries,
 1347 Advisors LLC and 1347 Capital LLC, to pursue opportunities acting
 as an advisor, an investor and a financier.  The common shares of
 Kingsway are listed on the Toronto Stock Exchange and the  New York
 Stock Exchange under the trading symbol "KFS."


Forward Looking Statements


This press release includes "forward looking statements" within the
 meaning of Section 27A of the Securities Act of 1933 and Section 21E of
 the Securities Exchange Act of 1934 that are not historical facts, and
 involve risks and uncertainties that could cause actual results to
 differ materially from those expected and projected. Words such as
 "expects", "believes", "anticipates", "intends", "estimates", "seeks"
 and variations and similar words and expressions are intended to
 identify such forward-looking statements. Such forward looking
 statements relate to future events or future performance, but reflect
 Kingsway management's current beliefs, based on information currently
 available. A number of factors could cause actual events, performance
 or results to differ materially from the events, performance and
 results discussed in the forward looking statements, including, without
 limitation, our potential inability to complete current or future
 acquisitions successfully, our inability to successfully implement our
 restructuring activities, and our inability to adequately estimate and
 provide for an appropriate level of reserving at our insurance company
 subsidiaries. For information identifying important factors that could
 cause actual results to differ materially from those anticipated in the
 forward looking statements, see Kingsway's securities filings,
 including its Annual Report on Form 10-K for the year ended  December
 31, 2011  ("2011 Annual Report") and its Quarterly Report on Form 10-Q
 for the quarter ended  September 30, 2012. Except as expressly required
 by applicable securities law, the Company disclaims any intention or
 obligation to update or revise any forward looking statements whether
 as a result of new information, future events or otherwise.


SOURCE  Kingsway Financial Services Inc.

Additional Information

Additional information about Kingsway, including a copy of its 2011  Annual
Report and its Quarterly Report on Form 10-Q for the quarter  ended September
30, 2012, can be accessed on the Canadian Securities  Administrators' website
at

www.sedar.com

, on the EDGAR section of the U.S. Securities and Exchange Commission's  website
at

www.sec.gov

or through the Company's website at

www.kingsway-financial.com

.

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