MISSING SEDAR FILINGSRegardless of the cancellation of the Special and Annual General Meetings and the cancellation of the Proposed Juva Transaction, there remains NO REASON AT LAW, as to why the Merger Agreement and Plan of Arrangement have not been SEDAR filed. Both of these documents are considered Material Contracts which are deemed to be Material Changes and both require SEDAR filing. Do you wonder what was in those two documents that might specify conditions for a break up fee, as a resultof not completing the proposed Juva transaction?
If Canadians get stopped by the RMCP or Americans get stopped by State Troopers, you comply with their instructions or you face the consequences for not obeying the law. By the same token, the Securities Act and the BCSC (which enforces the Securities Act) has laws, rules, regulations, etc. that publicly listed companies must comply or face consequences. The failure of EW to publish the Merger Agreement and Plan of Arrangement on SEDAR is completely at odds with BCSC policy. Any EW shareholder reading this message on Stockhouse should be outraged and should send an email to the BCSC, TSXV and IIROC asking them why EW is not being held to account for failing to SEDAR file these documents. What is EW hiding? I do not believe any of us has seen the actual Juva Private Placement Subscription Agreement as well. I wonder why that is so "closely guarded".
None of the obligations for EW's lack of SEDAR filing, are contingent upon whether the deal was completed or not and those SEDAR filing obligations are also independent of the material deficiencies in the Information Circular and the subsequent placement of EW on the Default List.
The trading halt of EW on the TSXV is not a trading suspension. It was a trading halt requested by the Company (EW) "pending news". Folks, that "news" has been diseminated and there have been six news releases since then! The trading in the shares of EW on the TSXV should re-commence forthwith. It is exchange policy!
All of this appears to be "amateur hour" at both EW and the regulators! Did EW comply with Multilateral Instrument 61-101 Protection of Minority Security Hlders in Special Transactions?
Since EW has not filed key material documents on SEDAR, as required, it is impossible to know at this time. "MI 61-101 is an important feature of Canadian securities law aimed at mitigating risks to minority security holders in certain specified types of transactions. It is responsive to the realities of Canadian capital markets where a large number of public companies have significant or controlling shareholders and non-arm's length transactions are common. MI 61-101 attempts to level the playing field between related parties and minority security holders in circumstances where the related party may have superior access to information or be in a position to exert significant influence. One of the key principles underlying MI 61-101 is that all security holders should be treated in a manner that is fair and that is percived to be fair."
Do you, my fellow shareholders, feel that you have been treated in a manner that was fair or perceived to be fair, especially in light of the facts that some of the key material contracts, regarding key material changes, have not even been filed by EW, as required by law? We do not even know, what we don't know, due to the fact that the EW management and Board of Directors have apparently defied their legal obligations under the Securities Act and the TSXV and instead, have chosen to follow their own set of rules (or lack thereof).
This is wrongful corporate behavior and each and every one reading this posted message ought to press the relevant authorities - the BCSC and the TSXV - regarding same. If you do not get this message through to the authorities, do not complain if EW continues to abuse their corporate filing obligations, and thereby continue to mistreat its minority security holders.