Press releases and material change reports
Material changes under Canadian securities law are planned to be disclosed by Woodfine in real time, through press releases and material change reports. A material change is any change in the business, operations, or capital of the company that an investor would reasonably expect to have a significant effect on the market price or value of the company's securities.1
Material change disclosure protocol
When a material change occurs, NI 51-102 requires a two-step disclosure sequence:
Step 1 — Press release: A press release must be issued immediately upon the decision to implement the change, and in any event before the opening of trading on the next trading day. The press release must disclose the nature and substance of the material change. If the information cannot be disclosed without unreasonable prejudice to the company, a request for a temporary exemption may be filed; however, the bar for such exemptions is high and the company must disclose the existence of undisclosed material information.
Step 2 — Material change report: A formal material change report on Form 51-102F3 must be filed on SEDAR+ within ten calendar days of the date on which the change occurs. The report includes the nature and substance of the change, any material assumptions underlying any forward-looking statements in the report, and disclosure of any exemption claimed. The report is signed by a senior officer of the company.
Scope of material changes
Not every significant development constitutes a material change under NI 51-102. The test is whether the change would reasonably be expected to have a significant effect on the market price or value of a reporting issuer's securities. Developments typically assessed for materiality include changes in corporate strategy, significant acquisitions or dispositions, new debt or equity financings, changes in senior management, significant litigation, and material changes to the company's business plan or financial condition.
Earnings releases and forward-looking guidance updates are assessed individually for materiality. A significant deviation from previously disclosed guidance may constitute a material change requiring immediate disclosure. Routine quarterly results that fall within expected ranges typically do not.
Forward-looking statements
Any press release that contains forward-looking information would include a forward-looking statement disclaimer identifying the material assumptions underlying the statements and the known risk factors that could cause actual results to differ materially from those projected. In accordance with its continuous disclosure posture, the company would clearly distinguish forward-looking statements from statements of current fact.
Press releases and material change reports
No press releases or material change reports have been issued yet. This section will list each release, its type, and a direct SEDAR+ link once one is issued.
See also
- Financial reporting — periodic financial statements and MD&A
- Corporate governance documents — corporate governance documentation
- Events and presentations — shareholder meetings and investor presentations
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National Instrument 51-102 Continuous Disclosure Obligations, Part 7 — Material Change Reporting. Canadian Securities Administrators. https://www.osc.ca/en/securities-law/instruments-rules-policies/5/51-102 ↩