TSX-V Trade Symbol: WEL
WINNIPEG, May 1 /CNW/ - Wildcat Exploration Ltd. (the "Company") announced that, at its request, The Manitoba Securities Commission has today granted a management cease trade order ("MCTO"). The MCTO was granted because the Company will not be in a position to file its 2006 audited financial statements by the April 30, 2007 deadline, and will preclude the issuance by the securities regulatory authorities of a full issuer cease trade order as long as the Company complies with the conditions of the MCTO.
The Notice of Default issued in accordance with CSA Staff Notice 57-301, Failing to File Financial Statements on Time - Management Cease Trade Orders, Appendix A is reprinted in its entirety in this news release.
As a consequence of the MCTO, the directors, officers and insiders of the Company, and certain other specified persons and companies, will not be permitted to trade in the securities of the Company until the 2006 audited financial statements have been filed and the MCTO has been removed.
Appendix A
NOTICE OF DEFAULT
CSA Staff Notice 57-301
Failing to File Financial Statements on Time - Management Cease Trade
Orders
Wildcat Exploration Ltd. (the "Issuer")
1. The Issuer is not able to file its audited financial statements for
the year ending December 31, 2006 by the filing deadline of April 30,
2007.
2. The reasons for the default are as follows:
PriceWaterhouse Coopers LLP had been engaged as the auditors of the
Issuer in or about December, 2005. Prior to his termination, the
President and CEO of the Issuer sought the resignation of
PriceWaterhouse Coopers LLP and engaged the firm of Danziger &
Hochman as auditors of the Issuer without the knowledge of the other
members of the board of directors of the Issuer. One of the
principals of Danziger & Hochman is a director of a corporation that
is a significant shareholder of the Issuer. Accordingly, subsequent
to the termination of the President and CEO, the Board of the Issuer
sought to reconfirm the appointment of PriceWaterhouse Coopers LLP as
the auditors of the Issuer. However, PriceWaterhouse Coopers LLP
formally resigned as auditors of the Issuer on February 7, 2007. The
board of directors of the Issuer appointed BDO Dunwoody LLP as
auditors of the Issuer on or about March 9, 2007. However, BDO
Dunwoody LLP advised the Issuer that they were not able to begin the
audit for purposes of preparing the 2006 audited financial statements
until early May, 2007. The Issuer was not able to engage other
auditors who would be in a position to complete the audit in
sufficient time to enable the Issuer to file its 2006 audited
financial statements by April 30, 2007.
A special meeting of shareholders of the Issuer was requisitioned by
a group of shareholders (the "Dissidents"), including the recently
dismissed president and CEO of the Issuer, and was called by
management of the Issuer. The special meeting was to be held on
April 12, 2007 for the purpose, inter alia, of removing from office
all of the directors of the Issuer, electing a new board of
directors, and appointing BDO Dunwoody LLP as the auditors of the
Issuer. A dissident proxy circular was then disseminated by the
Dissidents for the purpose, inter alia, of electing a different board
of directors than the board proposed by management. Pursuant to an
order of the Court of Queen's Bench dated April 11, 2007, the special
meeting was adjourned until April 26, 2007.
On April 20, 2007, the Executive Committee of the Issuer passed a
resolution directing all directors, officers and insiders of the
Issuer, and their affiliates and associates, to refrain from trading
in the securities of the Issuer until the Issuer's audited financial
statements for the year ended December 31, 2006 are filed with the
applicable securities regulatory authorities.
The special meeting was held on April 26, 2007. At the special
meeting, all of the directors of the Issuer were removed and the
slate of nominees proposed by management was elected.
3. The Issuer expects to file the 2006 audited financial statements by
May 30, 2007.
4. The date that is two months after the filing deadline is June 30,
2007 and the securities commissions or regulators may impose an
issuer cease trade order if the 2006 audited financial statements are
not filed by that time. The Issuer accepts that an issuer cease trade
order may be imposed sooner if the Issuer fails to file its Default
Status Reports on time.
5. The Issuer intends to satisfy the provisions of Appendix B to CSA
Staff Notice 57-301 Failing to File Financial Statements on Time -
Management Cease Trade Orders as long as the Issuer remains in
default of the financial statement filing requirement.
6. There are no insolvency proceedings against the Issuer.
7. There is no other material information concerning the affairs of the
Issuer that has not been generally disclosed.
About Wildcat Exploration Ltd.
Wildcat is a Winnipeg-based mineral exploration company actively exploring for gold and base metals in Canada. For further information on the company please visit our website at www.wildcat.ca or contact us at info@wildcat.ca.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this press release.
%SEDAR: 00014885E
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