High River, Alberta – The Western Investment Company of Canada Limited (“Western” or the “Company”) (TSXV: WI) announced today that it will not be filing its annual financial statements, accompanying management’s discussion and analysis and related chief executive officer (“CEO”) and chief financial officer (“CFO”) certifications and for the financial year ended December 31, 2022 (collectively, the “Annual Filings”), within the period prescribed for the filing of such documents under Parts 4, 5 and 6 of National Instrument 51-102 Continuous Disclosure Obligations and pursuant to National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, namely within 120 days of year-end, being May 1, 2023 (the “Filing Deadline”).
The delay at Western is related to reporting matters including finalization of the audited financial statements of one of Western’s investee companies. The transition to a new auditor has added additional complexities to the audit which is taking longer then anticipated.
Western is working closely with its auditor Ernst & Young LLP, and is making every effort to submit the Annual Filings in a timely fashion and expects to file no later than May 15, 2023.
Western CEO Scott Tannas made the following statement. “We support the provision of extra time to allow auditors and management of this particular investee company to satisfactorily complete the 2022 audit, and ensure that their financial statements are accurate in all respects.”
The Company is providing this default announcement in accordance with National Policy 12-203 Management Cease Trade Orders (“NP 12-203”). The Company has made an application to the Alberta Securities Commission, as principal regulator of the Company, a management cease trade order (“MCTO”) under NP 12-203 in respect of the default regarding the Annual Filings. The MCTO will prohibit the CEO and the CFO from trading in securities of Western for so long as the Annual Filings are not filed. The issuance of the MCTO, if issued, does not affect the ability of persons other than the CEO and the CFO of the Company to trade in the Company’s securities. The application for the MCTO remains subject to the risk factors described in “Forward Looking Information and Risk Factors” below, including the risk that the MCTO application may not be successful or may not be completed prior to a securities commission issuing a failure-to-file cease trade order against the Company following the Filing Deadline.
The Company confirms that it intends to satisfy the provisions of the alternative information guidelines found at sections 9 and 10 of NP 12-203 respecting Cease Trade Orders for Continuous Disclosure Defaults for so long as it remains in default as a result of the late filing of the Annual Filings. During the period of default, the Company will issue biweekly default status reports in the form of further news releases, which will also be filed on SEDAR. The Company confirms that there are no insolvency proceedings against it as of the date of this news release. The Company also confirms that there is no other material information concerning the affairs of the Company that has not been generally disclosed as of the date of this news release.
The Western Investment Company of Canada Limited
President and Chief Executive Officer
This news release may contain certain forward-looking information and statements, including without limitation, statements pertaining to future plans, acquisitions, financings and earnings. Statements containing the words: ‘believes’, ‘intends’, ‘expects’, ‘plans’, ‘seeks’ and ‘anticipates’ and any other words of similar meaning are forward-looking. All statements included herein involve various risks and uncertainties because they relate to future events and circumstances beyond Western’s control. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in Western’s disclosure documents on the SEDAR website at www.sedar.com. Any forward looking statements are made as of the date of this news release and Western does not undertake to update any forward-looking information except in accordance with applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.