Blue Star Gold Corp. press release
Wildcat Exploration Granted Management Cease Trade Order
TSXV - TSX Venture Exchange · Gold · Silver · Copper · Zinc · Bismuth · Tellurium · Arsenic · Diamond · Lead · Uranium · Tungsten · Platinum · Canada
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