SEC Info - Westport Fuel Systems Inc. - ‘40-F’ for 12/31/23

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Westport Fuel Systems Inc. – ‘40-F’ for 12/31/23

On: Monday, 3/25/24, at 5:03pm ET · For: 12/31/23 · Accession #: 1370416-24-4 · File #: 1-34152

  As Of               Filer                 Filing    For·On·As Docs:Size

 3/25/24  Westport Fuel Systems Inc.        40-F       12/31/23  120:13M

Annual Report by a Canadian Issuer — Form 40-F — SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40-F        Annual Report by a Canadian Issuer                  HTML     97K 
 2: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     46K 
                Awarded Compensation                                             
 3: EX-99.1     Miscellaneous Exhibit                               HTML    568K 
 4: EX-99.2     Miscellaneous Exhibit                               HTML   1.13M 
 5: EX-99.3     Miscellaneous Exhibit                               HTML    590K 
 6: EX-99.4     Miscellaneous Exhibit                               HTML     35K 
 7: EX-99.5     Miscellaneous Exhibit                               HTML     35K 
 8: EX-99.6     Miscellaneous Exhibit                               HTML     32K 
 9: EX-99.7     Miscellaneous Exhibit                               HTML     32K 
10: EX-99.8     Miscellaneous Exhibit                               HTML     31K 
16: R1          Cover                                               HTML     83K 
17: R2          Audit Information                                   HTML     35K 
18: R3          Consolidated Balance Sheets                         HTML    148K 
19: R4          Consolidated Balance Sheets (Parenthetical)         HTML     40K 
20: R5          Consolidated Statements of Operations and           HTML    135K 
                Comprehensive Loss                                               
21: R6          Consolidated Statements of Shareholders' Equity     HTML     72K 
22: R7          Consolidated Statements of Cash Flows               HTML    132K 
23: R8          Company organization and operations                 HTML     34K 
24: R9          Liquidity and Going Concern                         HTML     39K 
25: R10         Significant accounting policies                     HTML     83K 
26: R11         Accounts receivable                                 HTML     41K 
27: R12         Inventories                                         HTML     40K 
28: R13         Sale of investment                                  HTML     49K 
29: R14         Long-term investments                               HTML     49K 
30: R15         Property, plant and equipment                       HTML     59K 
31: R16         Intangible assets                                   HTML     52K 
32: R17         Goodwill                                            HTML     39K 
33: R18         Other long-term assets                              HTML     40K 
34: R19         Accounts payable and accrued liabilities            HTML     41K 
35: R20         Operating leases right-of-use assets and lease      HTML     48K 
                liabilities                                                      
36: R21         Short-term debt                                     HTML     36K 
37: R22         Long-term debt                                      HTML     66K 
38: R23         Long-term royalty payable                           HTML     43K 
39: R24         Warranty liability                                  HTML     45K 
40: R25         Share capital, stock options and other stock-based  HTML     70K 
                plans                                                            
41: R26         Income taxes                                        HTML    138K 
42: R27         Related party transactions                          HTML     36K 
43: R28         Commitments and contingencies                       HTML     35K 
44: R29         Segment information                                 HTML    113K 
45: R30         Financial instruments                               HTML     74K 
46: R31         Subsequent Events                                   HTML     35K 
47: R32         Significant accounting policies (Policies)          HTML    103K 
48: R33         Significant accounting policies (Tables)            HTML     58K 
49: R34         Accounts receivable (Tables)                        HTML     41K 
50: R35         Inventories (Tables)                                HTML     40K 
51: R36         Sale of investment (Tables)                         HTML     36K 
52: R37         Long-term investments (Tables)                      HTML     39K 
53: R38         Property, plant and equipment (Tables)              HTML     58K 
54: R39         Intangible assets (Tables)                          HTML     52K 
55: R40         Goodwill (Tables)                                   HTML     41K 
56: R41         Other long-term assets (Tables)                     HTML     40K 
57: R42         Accounts payable and accrued liabilities (Tables)   HTML     40K 
58: R43         Operating leases right-of-use assets and lease      HTML     49K 
                liabilities (Tables)                                             
59: R44         Short-term debt (Tables)                            HTML     35K 
60: R45         Long-term debt (Tables)                             HTML     63K 
61: R46         Long-term royalty payable (Tables)                  HTML     42K 
62: R47         Warranty liability (Tables)                         HTML     44K 
63: R48         Share capital, stock options and other stock-based  HTML     69K 
                plans (Tables)                                                   
64: R49         Income taxes (Tables)                               HTML    139K 
65: R50         Segment information (Tables)                        HTML    114K 
66: R51         Financial instruments (Tables)                      HTML     58K 
67: R52         Liquidity and Going Concern (Details)               HTML     61K 
68: R53         Significant accounting policies - Exchange Rates    HTML     49K 
                (Details)                                                        
69: R54         Significant accounting policies - Cash and Cash     HTML     33K 
                Equivalents (Details)                                            
70: R55         Significant accounting policies - Property, Plant   HTML     42K 
                and Equipment (Details)                                          
71: R56         Significant accounting policies - Narrative         HTML     35K 
                (Details)                                                        
72: R57         Accounts receivable (Details)                       HTML     46K 
73: R58         Inventories - Schedule of Inventory (Details)       HTML     38K 
74: R59         Inventories - Narrative (Details)                   HTML     36K 
75: R60         Sale of investment - Narrative (Details)            HTML     41K 
76: R61         Sale of investment - Gain on Sale of Investment     HTML     41K 
                (Details)                                                        
77: R62         Long-term investments - Schedule of Investments     HTML     59K 
                (Details)                                                        
78: R63         Long-term investments - Narrative (Details)         HTML     70K 
79: R64         Property, plant and equipment - Schedule of PPE     HTML     53K 
                (Details)                                                        
80: R65         Property, plant and equipment - Narrative           HTML     34K 
                (Details)                                                        
81: R66         Intangible assets - Finite-lived Assets (Details)   HTML     46K 
82: R67         Intangible assets - Narrative (Details)             HTML     44K 
83: R68         Goodwill - Schedule of Goodwill (Details)           HTML     36K 
84: R69         Goodwill - Narrative (Details)                      HTML     33K 
85: R70         Other long-term assets (Details)                    HTML     41K 
86: R71         Accounts payable and accrued liabilities -          HTML     44K 
                Schedule of AP and Accrued Liabilities (Details)                 
87: R72         Operating leases right-of-use assets and lease      HTML     37K 
                liabilities - Narrative (Details)                                
88: R73         Operating leases right-of-use assets and lease      HTML     37K 
                liabilities - Components of Lease Cost (Details)                 
89: R74         Operating leases right-of-use assets and lease      HTML     53K 
                liabilities - Maturity of Lease Liabilities                      
                (Details)                                                        
90: R75         Short-term debt (Details)                           HTML     55K 
91: R76         Long-term debt - Schedule of Debt (Details)         HTML     49K 
92: R77         Long-term debt - Narrative (Details)                HTML    118K 
93: R78         Long-term debt - Schedule of Maturities on Senior   HTML     63K 
                Financing (Details)                                              
94: R79         Long-term royalty payable - Continuity Schedule of  HTML     47K 
                Long-term Royalty Payable (Details)                              
95: R80         Warranty liability - Continuity of Liability        HTML     48K 
                (Details)                                                        
96: R81         Warranty liability - Narrative (Details)            HTML     38K 
97: R82         Share capital, stock options and other stock-based  HTML     69K 
                plans - Narrative (Details)                                      
98: R83         Share capital, stock options and other stock-based  HTML     56K 
                plans - Share units (Details)                                    
99: R84         Share capital, stock options and other stock-based  HTML     46K 
                plans - Aggregate intrinsic values (Details)                     
100: R85         Share capital, stock options and other stock-based  HTML     42K  
                plans - Stock-based compensation (Details)                       
101: R86         Income taxes - Narrative (Details)                  HTML     34K  
102: R87         Income taxes - Effective Income Tax (Details)       HTML     53K  
103: R88         Income taxes - Deferred Tax Assets and Liabilities  HTML     71K  
                (Details)                                                        
104: R89         Income taxes - Components of Tax Expense (Details)  HTML     63K  
105: R90         Income taxes - Expiration of Loss Carry-forwards    HTML     79K  
                (Details)                                                        
106: R91         Related party transactions (Details)                HTML     42K  
107: R92         Segment information - Narrative (Details)           HTML     61K  
108: R93         Segment information - Financial information by      HTML     54K  
                business segment (Details)                                       
109: R94         Segment information - Assets (Details)              HTML     40K  
110: R95         Segment information - Percent of revenue by         HTML     45K  
                geographical location (Details)                                  
111: R96         Segment Information - Total asset allocation        HTML     46K  
                (Details)                                                        
112: R97         Segment information - Assets by geographic area     HTML     53K  
                (Details)                                                        
113: R98         Financial instruments - Narrative (Details)         HTML     56K  
114: R99         Financial instruments - Financial Obligations       HTML     63K  
                (Details)                                                        
115: R100        Subsequent Events (Details)                         HTML     50K  
117: XML         IDEA XML File -- Filing Summary                      XML    213K  
120: XML         XBRL Instance -- wprt-20231231_d2_htm                XML   2.05M  
116: EXCEL       IDEA Workbook of Financial Report Info              XLSX    182K  
12: EX-101.CAL  XBRL Calculations -- wprt-20231231_cal               XML    251K 
13: EX-101.DEF  XBRL Definitions -- wprt-20231231_def                XML    728K 
14: EX-101.LAB  XBRL Labels -- wprt-20231231_lab                     XML   1.68M 
15: EX-101.PRE  XBRL Presentations -- wprt-20231231_pre              XML   1.19M 
11: EX-101.SCH  XBRL Schema -- wprt-20231231                         XSD    227K 
118: JSON        XBRL Instance as JSON Data -- MetaLinks              561±   832K  
119: ZIP         XBRL Zipped Folder -- 0001370416-24-000004-xbrl      Zip    508K

‘40-F’ — Annual Report by a Canadian Issuer

This is an HTML Document rendered as filed. [ Alternative Formats ]

iX: C: C:

wprt-20231231_d2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM i 40-F

i ☐

REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

i ☒

ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended i i December 31, 2023 /

____________________________________________________________________________

Commission file number: i 001-34152

i WESTPORT FUEL SYSTEMS INC.

(Exact Name of Registrant as Specified in its charter)

i Alberta

3537

N/A

(Province or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial Classification
Code Number (if applicable))

(I.R.S. Employer Identification Number (if applicable))

i 1691 West 75th Avenue

i Vancouver, i British Columbia, i Canada i V6P 6P2

( i 604) i 718-2000

(Address and telephone number of Registrant’s principal executive offices)

C T Corporation System

i 111 Eighth Avenue

i New York, i NY i 10011

( i 212) i 590-9070

Copies to:

Steven B. Stokdyk, Esq.

Lewis W. Kneib, Esq.

Latham & Watkins LLP

355 South Grand Avenue, Suite 100

Los Angeles, CA 90071

(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)

____________________________________________________________________________

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class:

Trading Symbol(s)

Name of Each Exchange On Which Registered:

Common Shares, no par value

WPRT

NASDAQ Global Select Market

Securities registered or to be registered pursuant to Section 12(g) of the Act: N/A

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: N/A

For annual reports, indicate by check mark the information filed with this form:

i ☒

Annual Information Form

i ☒

Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: As at December 31, 2023, i 17,174,502 common shares of the Registrant were issued and outstanding.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ý i Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ý i Yes o No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company i ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. i ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. i ý

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. i ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

EXPLANATORY NOTE

Westport Fuel Systems Inc. (the “Company” or the “Registrant”) is a Canadian issuer eligible to file its annual report pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

FORWARD-LOOKING STATEMENTS

The Registrant has made in the documents filed as part of this annual report on Form 40-F, and from time to time may otherwise make "forward-looking statements", within the meaning of Section 21E under the Exchange Act, and related assumptions concerning its operations, economic performance and financial matters. Actual results or events could differ materially from those set forth in, or implied by, the forward-looking statements and the related assumptions due to a variety of factors. Reference is made to the section titled "Reference and Forward-Looking Information" on [page 1] of the Annual Information Form for a discussion of such factors.

CURRENCY

Unless specifically stated otherwise, all dollar amounts in this annual report on Form 40-F are in United States dollars. The exchange rate of Canadian dollars into United States dollars, based upon the closing rate of exchange on December 31, 2023 as reported by the Bank of Canada for the conversion of Canadian dollars into United States dollars, was U.S.$1.00 = Cdn.$1.32.

ANNUAL INFORMATION FORM

The Company’s AIF for the fiscal year ended December 31, 2023 is filed as Exhibit 99.1 and incorporated by reference in this annual report on Form 40-F.

AUDITED ANNUAL FINANCIAL STATEMENTS

The audited consolidated financial statements of the Company for the years ended December 31, 2023 and 2023, including the report of the independent registered public accounting firm with respect thereto, are filed as Exhibit 99.2 and incorporated by reference in this annual report on Form 40-F.

MANAGEMENT’S DISCUSSION AND ANALYSIS

The Company’s management’s discussion and analysis is filed as Exhibit 99.3 and incorporated by reference in this annual report on Form 40-F.

TAX MATTERS

Purchasing, holding or disposing of securities of the Company may have tax consequences under the laws of the United States and Canada that are not described in this annual report on Form 40-F.

DISCLOSURE CONTROLS AND PROCEDURES

See Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2023, included as Exhibit 99.3 to this annual report on Form 40-F, under the heading “Disclosure Controls and Procedures and Internal Controls Over Financial Reporting”.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

See the audited consolidated financial statements of the Company and notes thereto for the years ended December 31, 2023 and 2022, including the report of the independent auditors with respect thereto, filed as Exhibit 99.2 to this annual report on Form 40-F, under the heading “Report of Independent Registered Public Accounting Firm”.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

AUDIT COMMITTEE

Audit Committee

The Company has a separately designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act and Nasdaq Rule 5605(c)(2). On March 25, 2024, the Company’s Audit Committee consists of Brenda J. Eprile, Tony Guglielmin, Philip Hodge and Karl-Viktor Schaller. Each member of the Audit Committee, in the opinion of the directors, is independent (as determined under Rule 10A-3 of the Exchange Act and Nasdaq Rule 5605(a)(2)) and financially literate. Tony Guglielmin served as interim CEO of the Company from August 22, 2023 to January 16, 2024, during which time he stepped down as a member of the audit committee. Following the appointment of Dan Sceli as our CEO on January 16, 2024, Mr. Guglielmin stepped down as interim CEO and rejoined the Audit Committee as its chair. Mr. Guglielmin remains independent under Nasdaq Rule 5605(a)(2) as his term as interim CEO lasted less than one year. Please refer to the Company’s AIF attached as Exhibit 99.1 to this annual report on Form 40-F for details in connection with each of these members and their qualifications.

The members of the Audit Committee do not have fixed terms and are appointed and replaced from time to time by resolution of the directors.

The Audit Committee meets with the CEO, CFO and the Company’s independent auditors to review and inquire into matters affecting financial reporting, the system of internal accounting and financial controls, as well as audit procedures and audit plans. The Audit Committee also recommends to the Board of Directors which independent registered public auditing firm should be appointed by the Company. In addition, the Audit Committee reviews and recommends to the Board of Directors for approval the annual financial statements and the Management’s Discussion and Analysis of Financial Condition and Results of Operations, and undertakes other activities required by exchanges on which the Company’s securities are listed and by regulatory authorities to which the Company is held responsible.

The full text of the Audit Committee Charter is disclosed in the Company’s AIF, attached hereto as Exhibit 99.1, and is incorporated by reference in this annual report on Form 40-F. The Audit Committee Charter is also available on the Company’s website at www.wfsinc.com.

Audit Committee Financial Expert

The Company’s Board of Directors has determined that Brenda J. Eprile and Tony Guglielmin qualify as financial experts (as defined in Item 407 of Regulation S-K under the Exchange Act) and are independent (as determined under Exchange Act Rule 10A-3 and Nasdaq Rule 5605(a)(2)).

PRINCIPAL ACCOUNTING FEES AND SERVICES — INDEPENDENT AUDITORS

Information about the Company’s principal accounting fees and services can be found under “Principal Accountant Fees and Services” of the Company's AIF, attached hereto as Exhibit 99.1, which is incorporated by reference in this annual report on Form 40-F.

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PROVIDED BY

INDEPENDENT AUDITORS

The Audit Committee nominates and engages the independent auditors to audit the consolidated financial statements and approves all audit, audit-related services, tax services and other services provided by the Company’s external auditors. Any services provided by the Company’s external auditors that are not specifically included within the scope of the audit must be pre-approved by the Audit Committee prior to any engagement. The Chairman of the Audit Committee is permitted to pre-approve work undertaken by the Company’s external auditors between Audit Committee meetings. All such approvals must be formally affirmed at the next compliance meeting, or if not approved, the services must be canceled immediately. The Audit Committee does not delegate to management its responsibilities to pre-approve services performed by the Company’s external auditor.

OFF-BALANCE SHEET TRANSACTIONS

The Company does not have any off-balance sheet financing arrangements or relationships with unconsolidated special purpose entities.

CODE OF ETHICS

The Company has adopted a Code of Conduct (the “Code”) for all its directors, executive officers and employees. The Code is available on the Company’s website at www.wfsinc.com.

All amendments to the Code, and all waivers of the Code with respect to any of the officers covered by it, will be posted on the Company’s website.

There have been no amendments, waivers or implicit waivers to the Code during the year ended December 31, 2023. Shareholders may submit a request online at the Company’s website www.wfsinc.com for a free printed copy of the Code.

CONTRACTUAL OBLIGATIONS

NOTICES PURSUANT TO REGULATION BTR

There were no notices required by Rule 104 of Regulation BTR that the Company sent during the year ended December 31, 2023 concerning any equity security subject to a blackout period under Rule 101 of Regulation BTR.

MINE SAFETY DISCLOSURE

Not applicable.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

Not applicable

NASDAQ CORPORATE GOVERNANCE

Our common shares are quoted for trading on the Nasdaq Global Select Market under the symbol WPRT. Nasdaq Rule 5615(a)(3) permits a foreign private issuer to follow its home country practice in lieu of the Nasdaq corporate governance requirements if such issuer, amongst other requirements, makes appropriate disclosure in its annual report filed with the SEC relating to each requirement of Rule 5600 that it does not follow including a brief statement of the home country practice it follows in lieu of such Nasdaq corporate governance requirements.

A description of the significant ways in which our governance practices differ from those followed by domestic companies pursuant to Rule 5600 of the Nasdaq Rules is as follows:

Rule 5620(c) requires that each listed company provide for a quorum for any meeting of the holders of the listed company’s common stock that is not less than 33 1/3% of the listed company’s outstanding shares of common stock entitled to vote. The Company’s bylaws provide for a quorum of at least two persons present in person and holding or representing by proxy not less than 25% of the shares entitled to vote at the meeting.

Rule 5605(d)(1)(D) requires that each listed company adopt a formal written compensation committee charter that specifies, among other things, the specific compensation committee responsibilities and authority set forth in Rule 5605(d)(3). The Company’s Human Resources and Compensation Committee Charter does not specify the specific compensation committee responsibilities and authority set forth in Rule 5605(d)(3).

The foregoing is consistent with the laws, customs and practices in Canada and the rules of The Toronto Stock Exchange.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A.Undertaking

Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

B.Consent to Service of Process

A Form F-X signed by the Registrant and its agent for service of process was previously filed with the Commission.

EXHIBIT INDEX

The following exhibits have been filed as part of this annual report:

Exhibit

Description

Annual Information

99.1

Annual Information Form of the Company for the year ended December 31, 2023

99.2

Audited consolidated financial statements of the Company and notes thereto for the years ended December 31, 2023 and 2022 together with the report of the independent registered public accounting firm ( i KPMG LLP, i Vancouver, BC, Canada, Auditor Firm ID: i 85) thereon

99.3

Management’s Discussion and Analysis for the year ended December 31, 2023

Certifications

99.4

Certificate of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

99.5

Certificate of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

99.6

Certificate of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.7

Certificate of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Consents

99.8

Consent of KPMG LLP

Exhibits

97.1

Registrant’s Policy for Recovery of Erroneously Awarded Compensation

101

XBRL Interactive Data File

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.