Aetherion Technologies Inc F-3, filed Aug 15, 2025
Aetherion Technologies Inc. (AETR)
F-3
2025-08-15
View Original
Added on
October 16, 2026
As filed with the Securities and Exchange Commission on August 15, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WESTPORT FUEL SYSTEMS INC.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
| Alberta, Canada | Not Applicable | |||||||
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |||||||
1691 West 75th Avenue,
Vancouver, British Columbia, V6P 6P2
(604) 718-2046
(Address and telephone number of Registrant’s principal executive offices)
C T Corporation System
28 Liberty Street
New York, NY 10005
USA
(212) 590-9070
(Name, address, and telephone number of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Steven B. Stokdyk, Esq. Lewis W. Kneib, Esq. Latham & Watkins LLP 10250 Constellation Blvd., Suite 1100 Los Angeles, CA 90067 USA | Bruce Hibbard Bennett Jones LLP 4500 Bankers Hall East 855 2nd Street SW Calgary, AB T2P 4K7 Canada | ||||
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Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
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 7(a)(2)(B) of the Securities Act. ☐
†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.
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until we file a further amendment which will specifically state that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
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The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, dated August 15, 2025
PROSPECTUS
U.S. $100,000,000
Common Shares
Preferred Shares
Subscription Receipts
Warrants
Debt Securities
Units
We may offer and sell, from time to time during the period that this registration statement (including any amendments hereto) remains effective, up to U.S. $100,000,000 (or the equivalent in other currencies or currency units based on the applicable exchange rate at the time of the offering) aggregate initial offering price or principal amount, as applicable, of our common shares ("Common Shares"), preferred shares ("Preferred Shares"), subscription receipts ("Subscription Receipts"), warrants to purchase Common Shares ("Warrants"), senior or subordinated debt securities ("Debt Securities"), and/or units comprised of one or more of the other securities described in this prospectus in any combination, ("Units" and, together with the Common Shares, Preferred Shares, Subscription Receipts, Debt Securities and Warrants, the "Securities"). This prospectus provides you with a general description of the Securities.
Each time we offer and sell Securities, we will provide a prospectus supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the Securities. The prospectus supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and any applicable prospectus supplement before you invest in any of our Securities.
We may offer and sell the Securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods on a continued or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the Securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No Securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such Securities.
As of August 14, 2025, the aggregate market value of our outstanding Common Shares held by non-affiliates, or public float, was approximately U.S. $45,501,269, based on 17,351,005 Common Shares, of which 1,926,846 shares were held by affiliates, and a price of U.S. $2.95 per share, which was the price at which our Common Stock were last sold on the Nasdaq Global Select Market on August 14, 2025. We have not sold any securities pursuant to General Instruction I.B.5 of Form F-3 during the prior 12-calendar-month period that ends on and includes the date of this prospectus. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell
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securities registered on this registration statement in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below U.S.$75 million.
INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 15 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT OR IN THE DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.
Our issued and outstanding Common Shares are listed for trading on the Toronto Stock Exchange ("TSX") under the trading symbol "WPRT" and on the Nasdaq Global Select Market ("Nasdaq") under the trading symbol "WPRT". On August 14, 2025, the last trading day prior to the date of this prospectus, the closing price of the Common Shares on the TSX was Cdn. $4.05 per Common Share and the closing price of the Common Shares on Nasdaq was U.S. $2.95 per Common Share. There is currently no market through which the Securities, other than the Common Shares, may be sold and purchasers may not be able to resell the Securities purchased under this prospectus. This may affect the pricing of the Securities in the secondary market, the transparency and availability of trading prices, the liquidity of the Securities and the extent of issuer regulation. The applicable prospectus supplement will contain information, where applicable, as to any other listing, if any, of the Securities covered by the prospectus supplement on Nasdaq or any other Securities market or other securities exchange.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2025.
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TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration process. By using a shelf registration statement, we may sell Securities from time to time and in one or more offerings up to a total dollar amount of U.S. $100,000,000 as described in this prospectus. Each time that we offer and sell Securities, we will provide a prospectus supplement to this prospectus that contains specific information about the Securities being offered and sold and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any Securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.”
We have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We will not make an offer to sell these Securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on this information.
When we refer to “Westport Fuel Systems,” “we,” “our,” “us” and the “Corporation” in this prospectus, we mean Westport Fuel Systems Inc. , together with our direct and indirect wholly owned subsidiaries, unless otherwise specified. When we refer to “you,” we mean the potential holders of the applicable series of Securities.
We use our trademarks in this prospectus as well as trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in this prospectus appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trademarks and tradenames.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents that are incorporated by reference herein and therein may contain forward-looking information” within the meaning of applicable securities laws in Canada and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, as amended (collectively referred to as, “forward-looking statements”). When used in such documents, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect", "project" and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. In particular, this prospectus and the documents incorporated by reference into this prospectus contain forward-looking statements which include, but are not limited to, the filing of one or more prospectus supplement(s); our ability to successfully realize the benefits of the divestiture of our Light-Duty business, including, potential earn-out payments; the long-term replacement of fossil fuels with low/zero emissions propulsion systems for transportation; the future supply of, demand for and cost of hydrogen; the global demand for our products; the future of our development programs (including those relating to the HPDITM fuel system and hydrogen mobility); the future success of our business and technology strategies; our future market opportunities; our ability to continue our business as a going concern and generate sufficient cash flows to fund operations; the availability of funding and funding requirements; and our ability to bolster our balance sheet, fund organic growth as well as opportunistic bolt on acquisitions.
Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements due to several uncertainties and risks, including the risks described in this prospectus, any prospectus supplement and in the documents incorporated by reference into this prospectus and other unforeseen risks. Such risks, uncertainties, factors and assumptions include, without limitation:
•supply of, demand for and price of lower/zero emission propulsion systems for transportation;
•actions of government and governmental authorities, including, without limitation, the imposition of tariffs, implementation of emission and fuel consumption standards, the implementation of policies or other measures that promote the supply of and demand for liquified natural gas, renewable natural gas and hydrogen;
•conditions in the hydrogen and other industries, including fluctuations in the supply, demand and price for hydrogen, including demand for hydrogen in transportation and the implementation of hydrogen fueling infrastructure;
•market acceptance of our products;
•the ability to raise additional capital or earn enough revenue to fund operations as a going concern;
•product development delays and delays in contractual commitments;
•changing environmental legislation and regulations;
•the ability to attract and retain business partners;
•the success of our joint ventures;
•the success of our business partners and original equipment manufacturers ("OEMs") with whom we partner;
•future levels of government funding and incentives;
•competition from other technologies;
•price differential between compressed natural gas, liquid natural gas, liquid petroleum gas and hydrogen relative to petroleum-based fuels;
•limitations on our ability to protect our intellectual property;
•various events that could disrupt operations, including cybersecurity attacks;
•potential claims or disputes in respect of our intellectual property;
•limitations in our ability to successfully integrate acquired businesses;
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•limitations in the development of natural gas and hydrogen refueling infrastructure;
•the ability to provide and access the capital required for research, product development, operations and marketing;
•there could be unforeseen claims made against us;
•our international business operations could expose us to regulatory risks or factors beyond our control such as currency exchange rates, changes in governmental policy, including without limitation, those relating to the regulation of rates, tariffs, import/exports, taxes, wages, labour and immigration, trade barriers, trade embargoes, investigation of sanctions relating to corruption of foreign public officials or international sanctions and delays in the development of international markets for our products;
•other risks relating to our Common Shares and Debt Securities;
•risk of conflict related to directors and officers of Westport Fuel Systems who may currently, or in the future, also serve as directors and/or officers of other public companies that may be involved in the same industry as Westport Fuel Systems; and
•those other risks discussed under the heading "Risk Factors" in this prospectus.
Any forward-looking statement is made only as of the date of this prospectus or the applicable document incorporated by reference into this prospectus. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after we distribute this prospectus, except as otherwise required by law.
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WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
Available Information
We file reports and other information with the U.S. Securities and Exchange Commission (“SEC”). The SEC maintains a web site that contains reports and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is https://www.sec.gov. As a foreign private issuer, we are exempt from, among other things, the rules under the Exchange Act prescribing the furnishing and content of proxy statements and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
Our website address is www.westport.com. The information on our website, however, is not, and should not be deemed to be, a part of this prospectus.
This prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms of the indenture and other documents establishing the terms of the offered Securities are or may be filed as exhibits to the registration statement or documents incorporated by reference in the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement through the SEC’s website, as provided above.
Incorporation by Reference
The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies or replaces that statement.
This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC:
•Our Annual Report on Form 40-F for the year ended December 31, 2024, filed with the SEC on March 31, 2025;
•Our Current Reports on Form 6-K, filed with the SEC on March 31, 2025 (with respect to our audited consolidated financial statements for the year ended December 31, 2024 and the management’s discussion and analysis for the year ended December 31, 2024), April 4, 2025, April 10, 2025, May 1, 2025, May 13, 2025 (with respect to our condensed consolidated financial statements for the three months period ended March 31, 2025 and the management’s discussion and analysis for the period ended March 31, 2025) and August 11, 2025 (with respect to our condensed consolidated financial statements for the three and six month period ended June 30, 2025 and the management’s discussion and analysis for the period ended June 30, 2025);
In addition, this prospectus shall also be deemed to incorporate by reference all subsequent annual reports filed on Form 20-F, Form 40-F or Form 10-K, and all subsequent filings on Forms 10-Q and 8-K (if any) filed by us pursuant to the U.S. Exchange Act prior to the termination of the offering made by this prospectus. We may also incorporate by reference into this prospectus any Form 6-K that is submitted to the SEC after the date of the filing of the registration statement of which this prospectus forms a part and before the date of termination of any offering hereunder. Any such Form 6-K that we intend to so incorporate shall state in such form that it is being incorporated
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by reference into this prospectus. The documents incorporated or deemed to be incorporated herein by reference contain meaningful and material information relating to us, and you should review all information contained in this prospectus and the documents incorporated or deemed to be incorporated herein by reference.
Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference into this prospectus modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this prospectus.
You may request a free copy of any of the documents incorporated by reference in this prospectus by writing or telephoning us at the following address:
WESTPORT FUEL SYSTEMS INC.
1691 WEST 75TH AVENUE,
VANCOUVER, BRITISH COLUMBIA V6P 6P2
TELEPHONE: (604) 718-2046
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ENFORCEMENT OF CIVIL LIABILITIES
We are a corporation existing under the Business Corporations Act (Alberta). A number of our officers and directors and some of the experts named in this prospectus, are residents of Canada or otherwise reside outside the United States, and all, or a substantial portion of their assets and a substantial portion of our assets, are located outside the United States.
We have appointed an agent for service of process in the United States, but it may be difficult for holders of Securities who reside in the United States to effect service within the United States upon those directors, officers and experts who are not residents of the United States. It may also be difficult for holders of Securities who reside in the United States to realize in the United States upon judgments of courts of the United States predicated upon our civil liability and the civil liability of our directors, officers and experts under the United States federal securities laws or the securities laws of any state of the United States.
We have been advised by our Canadian counsel that a judgment of a United States court predicated solely upon civil liability under United States federal securities laws would likely be enforceable in Canada if the United States court in which the judgment was obtained has a basis for jurisdiction in the matter that would be recognized by a Canadian court for the same purposes. We have also been advised by such counsel, however, that there is substantial doubt whether an action could be brought in Canada in the first instance on the basis of liability predicated solely upon United States federal securities laws.
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THE COMPANY
Westport Fuel Systems is a technology and innovation company connecting synergistic technologies to power a cleaner tomorrow. As a supplier of alternative fuel, low-emissions transportation technologies, we design, manufacture, and supply advanced components and systems that enable the transition from traditional fuels to cleaner energy solutions for heavy-duty commercial vehicles and other on- and off-road applications.
Our technologies support a wide range of clean fuels – including liquified natural gas ("LNG"), compressed natural gas, renewable natural gas ("RNG") and hydrogen ("H2") – empowering OEMs and commercial transportation industries to meet performance demands, regulatory requirements and climate targets in a cost-effective way. With decades of expertise and a commitment to engineering excellence, Westport Fuel Systems is helping its partners achieve sustainability goals – without compromising performance or cost efficiency – making clean, scalable transport solutions a reality.
Our portfolio includes our High-Pressure Controls & Systems segment sold under the GFI brand and a 55% ownership in Cespira, a joint venture with Volvo Group ("Volvo"). Our High-Pressure Controls and Systems segment designs, develops, and produces components for transportation and industrial applications. We partner with fuel cell, hydrogen engine and alternative fuel engine manufacturers offering versatile solutions that serve a variety of fuel types include pressure regulators, electronic control units, valves and filters, and high-pressure H2 components. Cespira launched in 2024 and is committed to advancing the development and commercialization of the HPDITM fuel system, a fully OEM-integrated gaseous fuel systems that enables heavy-duty diesel engines to operate with a range of clean-burning fuels including natural gas, RNG, H2 and other alternative fuels without performance or efficiency compromises relative to the base diesel engine platform. As part of Westport Fuel Systems’ and Cespira’s portfolio of solutions, Cespira’s LNG HPDI 2.0 fuel system is on the road today and is a complete system offering OEMs the flexibility to differentiate their natural gas product lines easily while also maintaining maximum commonality with their conventional diesel fueled products.
Headquartered in Vancouver, British Columbia, Canada, with operations in Europe, Asia, and North America, we serve OEMs, Tier 1 and Tier 2 OEM suppliers globally.
On July 29, 2025, the Corporation announced the closing of the sale of its interest in Westport Fuel Systems Italia S.r.l. ("WFS Italia") to Green Day Holding B.V. (the "Purchaser"), a wholly-owned investment vehicle of Heliaca Investments Coöperatief U.A. ("Heliaca Investments"), a Netherlands based investment firm supported by Ramphastos Investments Management B.V. a prominent Dutch venture capital and private equity firm. Westport Fuel Systems Italy S.r.l. ("WFS Italy"), a subsidiary of Westport Fuel Systems, sold all of the issued and outstanding shares of WFS Italia which includes Westport's Light-Duty business (the "Transaction") to the Purchaser for a base purchase price of U.S. $79.5 million (€67.7 million), subject to certain adjustments, and potential earnouts of up to an estimated additional U.S. $3.9 million (€3.3 million) if certain conditions are achieved.
Our governing corporate statute is the Business Corporations Act (Alberta). Our head office and principal place of business is at 1691 West 75th Avenue, Vancouver, British Columbia V6P 6P2. Our registered office is at 4500 Bankers Hall East, 855 – 2nd Street S.W., Calgary, Alberta T2P 4K7.
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RISK FACTORS
Investment in any Securities offered pursuant to this prospectus and the applicable prospectus supplement involves risks. Before deciding whether to invest in our Securities, you should carefully consider the risk factors incorporated by reference to our most recent Annual Report on Form 40-F and in any subsequently filed reports on Form 6-K and annual reports on Form 20-F or Form 40-F, and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in the applicable prospectus supplement and any applicable free writing prospectus. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered Securities. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our Securities to decline, resulting in a loss of all or part of your investment. For further details, see the section entitled “Where You Can Find More Information; Incorporation by Reference” in this prospectus.
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CONSOLIDATED CAPITALIZATION
There have been no material changes in the share and debt capitalization of the Corporation, on a consolidated basis, since December 31, 2024 to the date of this prospectus, except with respect to the long-term debt agreements held by WFS Italia. Pursuant to the Transaction (see "The Company"), the Corporation sold all of its interest in WFS Italia on July 29, 2025, therefore, WFS Italia’s long-term debt no longer forms part of the consolidated debt capitalization of the Corporation as of the date of this Prospectus. As at June 30, 2025, the balance of WFS Italia’s long-term debt was U.S. $24.2 million.
USE OF PROCEEDS
Unless otherwise indicated in an applicable prospectus supplement relating to an offering of Securities, we expect to use the net proceeds we receive from the sale of Securities to finance future growth opportunities including acquisitions and investments, to finance our capital expenditures, to reduce our outstanding indebtedness, for working capital purposes or for general corporate purposes, as will be further described in one or more prospectus supplements. All prospectus supplements under this prospectus will include reasonable detail of the use of proceeds from any offering of Securities hereunder. The amount of net proceeds to be used for each of the principal purposes will be described in the applicable prospectus supplement. All expenses relating to an offering of Securities and any compensation paid to underwriters, dealers or agents will be paid out of our general funds. From time to time, we may issue debt securities or incur additional indebtedness other than through the issue of Securities pursuant to this prospectus. More detailed information regarding anticipated expenses associated with any underwriter, broker, dealer manager or similar securities industry professionals in respect of any sales by us or a selling securityholder will be described in any applicable prospectus supplement.
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DESCRIPTION OF SHARE CAPITAL
Our authorized share capital consists of an unlimited number of Common Shares and an unlimited number of Preferred Shares of which, as at the date hereof, 17,351,005 Common Shares and no Preferred Shares are issued and outstanding.
DESCRIPTION OF COMMON SHARES
The following description of our Common Shares is a summary only and is qualified in its entirety by reference to our articles of incorporation, which have been filed with this Registration Statement, and are available for review at https://www.sec.gov.
We are authorized to issue an unlimited number of Common Shares. Each Common Share entitles the holder to: (i) one vote per share held at meetings of shareholders; (ii) receive such dividends as declared by us, subject to any contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding Preferred Shares and our credit facilities; and (iii) receive our remaining property and assets upon dissolution or winding up. Our Common Shares are not subject to any future call or assessment and there are no pre-emptive, conversion or redemption rights attached to such shares.
In the event of our merger or consolidation with or into another entity, in connection with which our Common Shares are converted into or exchanged for shares or other securities of another entity or property (including cash), all holders of our Common Shares will thereafter be entitled to receive the same kind and number of securities or kind of property (including cash). Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of Preferred Shares having liquidation preferences, if any, the holders of our Common Shares will be entitled to receive pro rata our remaining assets available for distribution.
Our transfer agent and registrar for our Common Shares is Computershare Trust Company of Canada at its principal offices in Vancouver, British Columbia, Calgary, Alberta and Toronto, Ontario. Our U.S. transfer agent is Computershare Trust Company, N.A. 350 Indiana Street, Suite 750, Golden, CO 80401.
DESCRIPTION OF PREFERRED SHARES
The following description of our Preferred Shares is a summary only and is qualified in its entirety by reference to our articles of incorporation, which have been filed with this Registration Statement, and are available for review at https://www.sec.gov.
We are authorized to issue an unlimited number of Preferred Shares issuable in series with no par value, none of which are currently outstanding. Our board of directors has the authority to determine, with respect to any series of Preferred Shares, the rights, privileges, restrictions and conditions of that series, including:
•the designation of the series;
•the number of shares of the series, which our board may, except where otherwise provided in the provisions applicable to such series, increase or decrease, but not below the number of shares then outstanding;
•whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series;
•the dates at which dividends, if any, will be payable;
•the redemption rights and price or prices, if any, for shares of the series;
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•the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;
•the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of our affairs;
•whether the shares of the series will be convertible into shares of any other class or series, or any other security, of the Corporation or any other entity, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates at which the shares will be convertible and all other terms and conditions upon which the conversion may be made;
•restrictions on the issuance of shares of the same series or of any other class or series; and
•the voting rights, if any, of the holders of the series.
Subject to any rights, privileges, restrictions and conditions that may have been determined by the directors to apply to any series of Preferred Shares, the holders of our Preferred Shares shall have no right to receive notice of or to be present at or vote either in person, or by proxy, at any of our general meetings by virtue of or in respect of their holding of Preferred Shares.
Subject to any rights, privileges, restrictions and conditions that may have been determined by the directors to apply to any series of Preferred Shares or any restrictions in any of our debt agreements, the directors shall have complete uncontrolled discretion to pay dividends on any class or classes of shares or any series within a class of shares issued and outstanding in any particular year to the exclusion of any other class or classes of shares or any series within a class of shares out of any or all profits or surplus available for dividends.
On our winding-up, liquidation or dissolution or upon the happening of any other event giving rise to a distribution of our assets other than by way of dividend amongst our shareholders for the purposes of winding-up its affairs, subject to any rights, privileges, restrictions and conditions that may have been determined by the board of directors to attach to any series of Preferred Shares, the holders of all Common Shares and Preferred Shares shall be entitled to participate pari passu.
DESCRIPTION OF SUBSCRIPTION RECEIPTS
The following description of the terms of Subscription Receipts sets forth certain general terms and provisions of Subscription Receipts in respect of which a prospectus supplement may be filed. The particular terms and provisions of Subscription Receipts offered by any prospectus supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the prospectus supplement filed in respect of such Subscription Receipts.
Subscription Receipts may be offered separately or in combination with one or more other Securities. The Subscription Receipts will be issued under a subscription receipt agreement. A copy of the subscription receipt agreement will be filed by us with the SEC after it has been entered into by us and will be available electronically at https://www.sec.gov.
Pursuant to the subscription receipt agreement, original purchasers of Subscription Receipts may have a contractual right of rescission against Westport Fuel Systems, following the issuance of the underlying Common Shares or other securities to such purchasers upon the surrender or deemed surrender of the Subscription Receipts, to receive the amount paid for the Subscription Receipts in the event that this prospectus and any amendment thereto contains a misrepresentation or is not delivered to such purchaser, provided such remedy for rescission is exercised within 180 days from the closing date of the offering of Subscription Receipts.
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The description of general terms and provisions of Subscription Receipts described in any prospectus supplement will include, where applicable:
•the number of Subscription Receipts offered;
•the price at which the Subscription Receipts will be offered;
•if other than Canadian dollars, the currency or currency unit in which the Subscription Receipts are denominated;
•the procedures for the exchange of the Subscription Receipts into Common Shares or other securities;
•the number of Common Shares or other securities that may be obtained upon exercise of each Subscription Receipt;
•the designation and terms of any other Securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each Security;
•the terms applicable to the gross proceeds from the sale of the Subscription Receipts plus any interest earned thereon;
•the material tax consequences of owning the Subscription Receipts; and
•any other material terms, conditions and rights (or limitations on such rights) of the Subscription Receipts.
We reserve the right to set forth in a prospectus supplement specific terms of the Subscription Receipts that are not within the options and parameters set forth in this prospectus. In addition, to the extent that any particular terms of the Subscription Receipts described in a prospectus supplement differ from any of the terms described in this prospectus, the description of such terms set forth in this prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such prospectus supplement with respect to such Subscription Receipts.
DESCRIPTION OF WARRANTS
The following description of the terms of Warrants sets forth certain general terms and provisions of Warrants in respect of which a prospectus supplement may be filed. The particular terms and provisions of Warrants offered by any prospectus supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the prospectus supplement filed in respect of such Warrants.
Warrants may be offered separately or in combination with one or more other Securities. Each series of Warrants will be issued under a separate warrant agreement to be entered into between us and one or more banks or trust companies acting as warrant agent. The applicable prospectus supplement will include details of the warrant agreements covering the Warrants being offered. The warrant agent will act solely as our agent and will not assume a relationship of agency with any holders of Warrant certificates or beneficial owners of Warrants. A copy of the warrant agreement will be filed by us with the applicable securities commission or similar regulatory authorities after it has been entered into by us and will be available electronically at https://www.sec.gov.
Pursuant to the warrant agreement, original purchasers of Warrants may have a contractual right of rescission against Westport Fuel Systems, following the issuance of the underlying Common Shares or other securities to such purchasers upon the exercise or deemed exercise of the Warrants, to receive the amount paid for the Warrants and the amount paid upon exercise of the Warrants in the event that this prospectus and any amendment thereto contains a misrepresentation or is not delivered to such purchaser, provided such remedy for rescission is exercised within 180 days from the closing date of the offering of Warrants.
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The description of general terms and provisions of Warrants described in any prospectus supplement will include, where applicable:
•the designation and aggregate number of Warrants offered;
•the price at which the Warrants will be offered;
•if other than Canadian dollars, the currency or currency unit in which the Warrants are denominated;
•the designation and terms of the Common Shares that may be acquired upon exercise of the Warrants;
•the date on which the right to exercise the Warrants will commence and the date on which the right will expire;
•the number of Common Shares that may be purchased upon exercise of each Warrant and the price at which and currency or currencies in which that amount of securities may be purchased upon exercise of each Warrant;
•the designation and terms of any Securities with which the Warrants will be offered, if any, and the number of the Warrants that will be offered with each Security;
•the date or dates, if any, on or after which the Warrants and the related Securities will be transferable separately;
•the minimum or maximum amount, if any, of Warrants that may be exercised at any one time;
•whether the Warrants will be subject to redemption or call, and, if so, the terms of such redemption or call provisions; and
•any other material terms, conditions and rights (or limitations on such rights) of the Warrants.
We reserve the right to set forth in a prospectus supplement specific terms of the Warrants that are not within the options and parameters set forth in this prospectus. In addition, to the extent that any particular terms of the Warrants described in a prospectus supplement differ from any of the terms described in this prospectus, the description of such terms set forth in this prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such prospectus supplement with respect to such Warrants.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of Debt Securities sets forth certain general terms and provisions of Debt Securities in respect of which a prospectus supplement may be filed. The particular terms and provisions of Debt Securities offered by any prospectus supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the prospectus supplement filed in respect of such Debt Securities. Debt Securities may be offered separately or in combination with one or more other Securities. We may, from time to time, issue Debt Securities and incur additional indebtedness other than through the issuance of Debt Securities pursuant to this prospectus.
Debt Securities will be issued under one or more indentures (each, an "Indenture"), in each case between Westport Fuel Systems and an appropriately qualified financial institution authorized to carry on business as a trustee (each, a "Trustee").
The following description sets forth certain general terms and provisions of Debt Securities. The description is not, however, exhaustive and is subject to, and qualified in its entirety by reference to, the detailed provisions of the applicable Indenture. Accordingly, reference should also be made to the applicable Indenture, a
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copy of which will be filed by us with applicable provincial securities commissions or similar regulatory authorities in Canada after it has been entered into and before the issue of any Debt Securities thereunder, and will be available electronically at https://www.sec.gov.
The Debt Securities may be issued from time to time in one or more series. We may specify a maximum aggregate principal amount for the Debt Securities of any series and, unless otherwise provided in the applicable Indenture, a series of Debt Securities may be reopened for issuance of additional Debt Securities of that series.
The Debt Securities will be direct secured or unsecured obligations of Westport Fuel Systems, and will constitute senior or subordinated indebtedness of Westport Fuel Systems as described in the applicable prospectus supplement. If the Debt Securities are unsecured senior indebtedness, they will rank equally and rateably with all other unsecured indebtedness of Westport Fuel Systems from time to time issued and outstanding which is not subordinated. If the Debt Securities are subordinated indebtedness, they will be subordinated to senior indebtedness of Westport Fuel Systems as described in the applicable prospectus supplement and their ranking with respect to other subordinated indebtedness of Westport Fuel Systems from time to time outstanding will be as described in the applicable prospectus supplement. We reserve the right to specify in a prospectus supplement whether a particular series of subordinated Debt Securities is subordinated to any other series of subordinated Debt Securities.
The particular terms and provisions of each issue of Debt Securities will be described in the applicable prospectus supplement. This description will include, as applicable:
•the designation, aggregate principal amount and authorized denominations of the Debt Securities;
•any limit upon the aggregate principal amount of the Debt Securities;
•the currency for which the Debt Securities may be purchased and in which the principal and any premium or interest is payable (in either case, if other than Canadian dollars);
•the offering price of the Debt Securities and percentage of the principal amount at which they will be issued;
•the date(s) on which the Debt Securities will be issued and delivered;
•the date(s) on which the Debt Securities will mature, including any provision for the extension of a maturity date, or the method of determining such date(s);
•the rate(s) per annum (either fixed or floating) at which the Debt Securities will bear interest (if any) and, if floating, the method of determining such rate(s);
•the date(s) from which any interest obligation will accrue and on which interest will be payable, and the record date(s) for the payment of interest or the method of determining such date(s);
•any security or guarantees given in respect of the Debt Securities;
•the ranking of the Debt Securities and if applicable, their subordination to other indebtedness of Westport Fuel Systems;
•the identity of the Trustee under the applicable Indenture pursuant to which the Debt Securities are to be issued;
•any redemption terms, or terms under which the Debt Securities may be defeased prior to maturity;
•any repayment or sinking fund provisions;
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•events of default and covenants in respect of the Debt Securities;
•whether the Debt Securities are to be issued in registered form or in the form of temporary or permanent global securities, and the basis of exchange, transfer and ownership thereof;
•whether the Debt Securities may be converted or exchanged for other securities of Westport Fuel Systems or any other entity;
•if applicable, our ability to satisfy all or a portion of any redemption of the Debt Securities, payment of any premium or interest thereon, or repayment of the principal owing upon the maturity through the issuance of securities of Westport Fuel Systems or of any other entity, and any restrictions on the persons to whom such securities may be issued;
•provisions governing amendments to the Indenture; and
•any other material terms, conditions or other provisions applicable to the Debt Securities, including, without limitation, transferability, adjustment terms and whether the subscription receipts will be listed on an exchange.
We reserve the right to include in a prospectus supplement specific terms and provisions pertaining to the Debt Securities in respect of which the prospectus supplement is filed that are not within the variables and parameters set forth in this prospectus. To the extent that any terms or provisions or other information pertaining to the Debt Securities described in a prospectus supplement differ from any of the terms or provisions or other information described in this prospectus, the description set forth in this prospectus shall be deemed to have been superseded by the description set forth in the prospectus supplement with respect to those Debt Securities.
DESCRIPTION OF UNITS
We may issue Units comprised of one or more of the other Securities described in this prospectus in any combination. Each Unit will be issued so that the holder of the Unit is also the holder of each Security included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each included Security. The unit agreement, if any, under which a Unit is issued may provide that the Securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date.
The particular terms and provisions of Units offered by any prospectus supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the prospectus supplement filed in respect of such Units.
The particular terms of each issue of Units will be described in the related prospectus supplement. This description will include, where applicable:
•the designation and aggregate number of Units offered;
•the price at which the Units will be offered;
•if other than Canadian dollars, the currency or currency unit in which the Units are denominated;
•the terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those securities may be held or transferred separately;
•the number of Securities that may be purchased upon exercise of each Unit and the price at which and currency or currency unit in which that amount of Securities may be purchased upon exercise of each Unit;
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•any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the Securities comprising the Units; and
•any other material terms, conditions and rights (or limitations on such rights) of the Units.
We reserve the right to set forth in a prospectus supplement specific terms of the Units that are not within the options and parameters set forth in this prospectus. In addition, to the extent that any particular terms of the Units described in a prospectus supplement differ from any of the terms described in this prospectus, the description of such terms set forth in this prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such prospectus supplement with respect to such Units.
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TAXATION
The applicable Prospectus Supplement may describe certain Canadian federal income tax consequences which may be applicable to a purchaser of Securities offered thereunder, and may also include a discussion of certain United States federal income tax consequences to the extent applicable. Prospective investors should consult their own tax advisors prior to deciding to purchase any of the Securities.
PLAN OF DISTRIBUTION
We may sell the Securities from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods or through underwriters or dealers, through agents and/or directly to one or more purchasers or through any other method permitted pursuant to applicable law and described in a prospectus supplement. The Securities may be distributed from time to time in one or more transactions:
•at a fixed price or prices, which may be changed;
•at market prices prevailing at the time of sale;
•at prices related to such prevailing market prices; or
•at negotiated prices.
Each time that we sell Securities covered by this prospectus, we will provide a prospectus supplement or supplements that will describe the method of distribution and set forth the terms and conditions of the offering of such Securities, including the offering price of the Securities and the proceeds to us, if applicable.
Offers to purchase the Securities being offered by this prospectus may be solicited directly. Agents may also be designated to solicit offers to purchase the Securities from time to time. Any agent involved in the offer or sale of our Securities will be identified in a prospectus supplement.
If a dealer is utilized in the sale of the Securities being offered by this prospectus, the Securities will be sold to the dealer, as principal. The dealer may then resell the Securities to the public at varying prices to be determined by the dealer at the time of resale.
If an underwriter is utilized in the sale of the Securities being offered by this prospectus, an underwriting agreement will be executed with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter will use to make resales of the Securities to the public. In connection with the sale of the Securities, we or the purchasers of Securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the Securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for which they may act as agent. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a commercially reasonable efforts basis and a dealer will purchase Securities as a principal, and may then resell the Securities at varying prices to be determined by the dealer.
Any compensation paid to underwriters, dealers or agents in connection with the offering of the Securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution of the Securities may be deemed to be underwriters within the meaning of the Securities Act of 1933, as amended, and any discounts and commissions received by them and any profit realized by them on resale of the Securities may be deemed to be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons for certain expenses.
Our Common Stock is listed on the Nasdaq Global Select Market and the TSX, but any other Securities may or may not be listed on a national securities exchange. To facilitate the offering of Securities, certain persons
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participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the Securities. This may include over-allotments or short sales of the Securities, which involve the sale by persons participating in the offering of more Securities than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the Securities by bidding for or purchasing Securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if Securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the Securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.
We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be named in the applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
The specific terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.
The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for which they receive compensation.
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EXPENSES
The following is a statement of expenses in connection with the distribution of the Securities registered. all of which shall be borne by our company. All of such fees and expenses, except for the SEC registration fee, are estimates.
| Expenses | Amount | ||||
| SEC registration fee | $ | 15,310 | |||
| FINRA filing fee | $ | 15,500 | |||
| Legal and accounting fees and expenses | * | ||||
| Trustee and transfer agent fees and expenses | * | ||||
| Printing fees and expenses | * | ||||
| Miscellaneous fees and expenses | * | ||||
| Total | * | ||||
______________________________
* Estimated fees and expenses are not presently known. If required, to be provided by a prospectus supplement or as an exhibit to a Current Report on Form 6-K that is incorporated by reference into this prospectus.
LEGAL MATTERS
Certain legal matters relating to the securities offered hereby will be passed upon for us by Latham & Watkins LLP with respect to U.S. legal matters and by Bennett Jones LLP with respect to Canadian legal matters. In addition, certain legal matters in connection with any offering of securities will be passed upon for any underwriters, dealers or agents by counsel to be designated at the time of the offering by such underwriters, dealers or agents with respect to matters of Canadian and United States law.
EXPERTS
The consolidated financial statements of Westport Fuel Systems as of December 31, 2024 and 2023 and for each of the years in the two-year period ended December 31, 2024, and management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2024, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of directors and officers
Section 124 of the Business Corporations Act (Alberta) (the "ABCA") provides as follows:
124(1) Except in respect of an action by or on behalf of the corporation or body corporate to procure a judgment in its favour, a corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or a person who acts or acted at the corporation's request as a director or officer of a body corporate of which the corporation is or was a shareholder or creditor, and the director's or officer's heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the director or officer in respect of any civil, criminal or administrative action or proceeding to which the director or officer is made a party by reason of being or having been a director or officer of that corporation or body corporate, if
(a)the director or officer acted honestly and in good faith with a view to the best interests of the corporation, and
(b)in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the director or officer had reasonable grounds for believing that the director's or officer's conduct was lawful.
(2) A corporation may with the approval of the Court of King’s Bench of Alberta indemnify a person referred to in subsection (1) in respect of an action by or on behalf of the corporation or body corporate to procure a judgment in its favour, to which the person is made a party by reason of being or having been a director or an officer of the corporation or body corporate, against all costs, charges and expenses reasonably incurred by the person in connection with the action if the person fulfils the conditions set out in subsection (1)(a) and (b).
(3) Notwithstanding anything in this section, a person referred to in subsection (1) is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by the person in connection with the defence of any civil, criminal or administrative action or proceeding to which the person is made a party by reason of being or having been a director or officer of the corporation or body corporate, if the person seeking indemnity
(a)was not judged by a court or competent authority to have committed any fault or omitted to do anything that the person ought to have done, and
(b)fulfils the conditions set out in subsection (1)(a) and (b).
(3.1) A corporation may advance funds to a person in order to defray the costs, charges and expenses of a proceeding referred to in subsection (1) or (2), but if the person does not meet the conditions of subsection (3) he or she shall repay the funds advanced.
(4) A corporation may purchase and maintain insurance for the benefit of any person referred to in subsection (1) against any liability incurred by the person
(a)in the person's capacity as a director or officer of the corporation, or
(b)in the person's capacity as a director or officer of another body corporate if the person acts or acted in that capacity at the corporation's request.
(5) A corporation or a person referred to in subsection (1) may apply to the Court of King’s Bench of Alberta for an order approving an indemnity under this section and the Court of King’s Bench of Alberta may so order and make any further order it thinks fit.
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(6) On an application under subsection (5), the Court of King’s Bench of Alberta may order notice to be given to any interested person and that person is entitled to appear and be heard in person or by counsel.
Section 7 of the By-laws of the Registrant, contains the following provisions with respect to indemnification of the Registrant's directors and officers:
7.05 Limitation of Liability
Subject to the ABCA, no director or officer for the time being of the Registrant shall be liable for the acts, receipts, neglects or defaults if any other director or officer or employee, or for joining in any receipt or act for conformity, or for any loss, damage or expense happening to the Registrant through the insufficiency or deficiency of title to any property acquired by the Registrant or for or on behalf of the Registrant or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Registrant shall be placed or invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation including any person, firm or corporation with whom or with which moneys, securities or effects shall be lodged or deposited for any loss, conversation, misapplication or misappropriation of or any damage resulting from any dealings with moneys, securities or other assets of or belonging to the Registrant or for any other loss, damage or misfortune whatsoever which may happen in the execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his failure to exercise the powers and to discharge the duties of his office honestly and in good faith with a view to the best interests of the Registrant and through a failure to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
7.06 Indemnity
Subject to the ABCA, the Registrant shall indemnify a director or officer, a former director or officer, and a person who acts or acted at the Registrant's request as a director or officer of a body corporate of which the Registrant is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect to any civil, criminal or administrative action or proceedings to which he is made a party by reason of being or having been a director of officer of the Registrant or such body corporate, if:
(a)he acted honestly and in good faith with a view to the best interests of the Registrant; and
(b)in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.
7.07 Insurance
The Registrant may, subject to and in accordance with the ABCA, purchase and maintain insurance for the benefit of any director or officer as such against liability incurred by him.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is therefore unenforceable.
Item 9. Exhibits
The exhibits listed on the exhibit index at the end of this Registration Statement have been furnished together with this Registration Statement.
Item 10. Undertakings
(a) The undersigned registrant hereby undertakes:
(i) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(1) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(2) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or any decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(3) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(i)(1), (a)(i)(2) and (a)(i)(3) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the Registration Statement.
(ii) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(iii) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(iv) To file a post-effective amendment to the Registration Statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or Rule 3-19 of Regulation S-X if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Form F-3.
(v) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(1) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the Registration Statement as of the date the filed prospectus was deemed part of and included in the Registration Statement; and
(2) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
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(vi) That, for the purpose of determining liability of the undersigned registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities of the undersigned registrant, the undersigned registrant undertakes that in a primary offering of its securities pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(1) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(2) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(3) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(4) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
II-4
EXHIBIT INDEX
Exhibit Number | Description | |||||||
| 1.1* | Form of Underwriting Agreement. | |||||||
| 4.1* | Form of Subscription Agreement | |||||||
| 4.2* | Form of Warrant | |||||||
| 4.3* | Form of Warrant Indenture | |||||||
| 4.4* | Form of Unit Agreement | |||||||
| 25.1** | Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended. | |||||||
| * | To be filed by amendment or incorporated by reference in connection with the offering of the securities. | ||||
| ** | To be filed separately pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939. | ||||
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Province of British Columbia, Canada, on August 15, 2025.
| Westport Fuel Systems Inc. | ||||||||
| By: | /s/ William Larkin | |||||||
| William Larkin | ||||||||
| Chief Financial Officer | ||||||||
POWER OF ATTORNEY
Each of the undersigned officers and directors of the registrant hereby severally constitutes and appoints William Larkin and Daniel E. Sceli as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, and in any and all capacities, to file and sign any and all amendments, including post-effective amendments and registrations filed pursuant to Rule 462 under the Securities Act of 1933, as amended, to this registration statement on Form F-3, and all instruments necessary or advisable in connection therewith and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or its substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney has been signed in the respective capacities and on the respective dates indicated below. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE | ||||||||||||
/s/ Daniel E. Sceli | Chief Executive Officer and Director (Principal Executive Officer) | August 15, 2025 | ||||||||||||
Daniel E. Sceli | ||||||||||||||
/s/ William Larkin | Chief Financial Officer (Principal Financial and Accounting Officer) | August 15, 2025 | ||||||||||||
William Larkin | ||||||||||||||
/s/ Daniel M. Hancock | Director | August 15, 2025 | ||||||||||||
Daniel M. Hancock | ||||||||||||||
/s/ Michele J. Buchignani | Director | August 15, 2025 | ||||||||||||
Michele J. Buchignani | ||||||||||||||
/s/ Anthony Guglielmin | Director | August 15, 2025 | ||||||||||||
Anthony Guglielmin | ||||||||||||||
/s/ Karl-Viktor Schaller | Director | August 15, 2025 | ||||||||||||
Karl-Viktor Schaller | ||||||||||||||
/s/ Eileen Wheatman | Director | August 15, 2025 | ||||||||||||
Eileen Wheatman | ||||||||||||||
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of Westport Fuel Systems Inc. in the United States, on August 15, 2025.
By: /s/ William Larkin
Name: William Larkin
Title: Chief Financial Officer
6/1/23, 8:19 AM about:blank about:blank 1/1 CORPORATE ACCESS NUMBER: 206475261 BUSINESS CORPORATIONS ACT CERTIFICATE OF AMENDMENT WESTPORT FUEL SYSTEMS INC. AMENDED ITS ARTICLES ON 2023/06/01.
6/1/23, 8:20 AM about:blank about:blank 1/2 Name/Structure Change Alberta Corporation - Registration Statement Alberta Amendment Date: 2023/06/01 Service Request Number: 39845788 Corporate Access Number: 206475261 Business Number: 899046379 Legal Entity Name: WESTPORT FUEL SYSTEMS INC. French Equivalent Name: Legal Entity Status: Active Alberta Corporation Type: Named Alberta Corporation New Legal Entity Name: WESTPORT FUEL SYSTEMS INC. New French Equivalent Name: Nuans Number: 118829795 Nuans Date: 2016/05/30 French Nuans Number: French Nuans Date: Share Structure: REFER TO "SHARE STRUCTURE" ATTACHMENT. Share Transfers Restrictions: NO RESTRICTIONS. Number of Directors: Min Number Of Directors: 1 Max Number Of Directors: 10 Business Restricted To: THERE ARE NO RESTRICTIONS PLACED ON THE BUSINESS OF THE CORPORATION. Business Restricted From: THERE ARE NO RESTRICTIONS PLACED ON THE BUSINESS OF THE CORPORATION. Other Provisions: REFER TO "OTHER RULES OR PROVISIONS" ATTACHMENT. BCA Section/Subsection: 173(1)(F) Professional Endorsement Provided: Future Dating Required: Amendment Date: 2023/06/01 Annual returns are outstanding for the 2023 file year(s). Annual Return File Year Date Filed 2022 2022/09/21 2021 2021/04/21 2020 2021/02/25
6/1/23, 8:20 AM about:blank about:blank 2/2 Attachment Attachment Type Microfilm Bar Code Date Recorded Amended Annual Return 10000504100521947 2005/08/12 Consolidation, Split, Exchange ELECTRONIC 2008/07/21 Share Structure ELECTRONIC 2012/07/09 Other Rules or Provisions ELECTRONIC 2012/07/09 Consolidation, Split, Exchange ELECTRONIC 2023/06/01 Registration Authorized By: ADAM WERYHA SOLICITOR The Registrar of Corporations certifies that the information contained in this statement is an accurate reproduction of the data contained in the specified service request in the official public records of Corporate Registry.
BUSINESS CORPORATIONS ACT Alberta ARTICLES OF AMENDMENT 1. Name of Corporation 2. Corporate Access Number WESTPORT FUEL SYSTEMS INC. 206475261 3. 4. Pursuant to Section 173(1)(£) of the Business Corporations Act (Alberta), the Atticles of the Corporation are amended to consolidate all of the issued and outstanding common shares in the capital of the Corporation on the basis of ten (10) existing shares being consolidated into one ( 1) new common share provided however, that no holder of common shares will be entitled to receive any fractional common shares as a result of this consolidation, nor any compensation in lieu of a fractional share interest, as set forth in the Schedule to the Articles of Amendment attached hereto. DATE _M_d_,,� 2.._S _ , 2023 SIGNATURE TITLE WSLEGAL\079850\0000 l \34257289vl June 1, 2023 - SN
6/1/23, 8:20 AM about:blank about:blank 1/1 SCHEDULE TO ARTICLES OF AMENDMENT OF WESTPORT FUEL SYSTEMS INC. (the "Corporation") The Articles of the Corporation are amended as follows: 1. To consolidate all of the issued and outstanding common shares of the Corporation (the "Common Shares") on a 10:1 basis, such that every ten (10) Common Shares of the Corporation shall be consolidated into one (1) Common Share of the Corporation (the "Share Consolidation"). 2. No fractional Common Shares will be issued as a result of the Share Consolidation. Any fractional Common Shares resulting from the Share Consolidation will be rounded down to the nearest whole number of Common Shares that such Shareholder would otherwise be entitled to receive upon implementation of the Share Consolidation. Any fractional Common Share that is rounded down will be disregarded and cancelled without any repayment of capital or other compensation.
SCHEDULE TO ARTICLES OF AMENDMENT OF WESTPORT FUEL SYSTEMS INC. (the "Corporation") The Articles of the Corporation are amended as follows: 1. To consolidate all of the issued and outstanding common shares of the Corporation (the "Common Shares") on a 10:1 basis, such that every ten (10) Common Shares of the Corporation shall be consolidated into one (1) Common Share of the Corporation (the "Share Consolidation"). 2. No fractional Common Shares will be issued as a result of the Share Consolidation. Any fractional Common Shares resulting from the Share Consolidation will be rounded down to the nearest whole number of Common Shares that such Shareholder would otherwise be entitled to receive upon implementation of the Share Consolidation. Any fractional Common Share that is rounded down will be disregarded and cancelled without any repayment of capital or other compensation. WSLEGAL1087522100009\24979185v4
CORPORATE ACCESS NUMBER: 206475261 Government of Alberta U BUSINESS CORPORATIONS ACT CERTIFICATE OF AMENDMENT WESTPORT INNOVATIONS INC. CHANGED ITS NAME TO WESTPORT FUEL SYSTEMS INC. ON 2016/06/01,
BUSINESS CORPORATIONS ACT Alberta 1. Name of Corporation WESTPORT INNOVATIONS INC. ARTICLES OF AMENDMENT 2. Corporate Access Number 206475261 3. Pursuant to subsection 173(1)(a) of the Business Corporations Act (Alberta), the Articles of the Corporation be amended by changing the name of the Corporation from Westport Innovations Inc. to WESTPORT FUEL SYSTEMS INC. 4. DATE ~Ihtvt, 1 2:0 1 SIGNATURE TITLE 5o 14.4v ( REGISTEREIY-oN THE ALBERTA REGISTRIES CORES SYSTEM JUN 1 2016 s:\c4\corpserv\alf\lab\831760.DOCX
Name Change Alberta Corporation - Registration Statement Alberta Amendment Date: 2016/06/01 Service Request Number: 25233866 Corporate Access Number: 206475261 Legal Entity Name: WESTPORT INNOVATIONS INC. French Equivalent Name: Legal Entity Status: Active Alberta Corporation Type: Named Alberta Corporation New Legal Entity Name: WESTPORT FUEL SYSTEMS INC. New French Equivalent Name: Nuans Number: 118829795 Nuans Date: 2016/05/30 French Nuans Number: French Nuans Date: Professional Endorsement Provided: Future Dating Required: Annual Return File Year Date Filed 2016 2016/04/04 2015 2015/05/19 2014 2014/06/27 Attachment Attachment Type Microfilm Bar Code Date Recorded Amended Annual Return 10000504100521947 2005/08/12 Consolidation, Split, Exchange ELECTRONIC 2008/07/21 Share Structure ELECTRONIC 2012/07/09 Other Rules or Provisions ELECTRONIC 2012/07/09
Registration Authorized By: MATT OLSON SOLICITOR
CORPORATE ACCESS NUMBER: 206475261 Government of Alberta ■ BUSINESS CORPORATIONS ACT CERTIFICATE OF AMENDMENT AND REGISTRATION OF RESTATED ARTICLES WESTPORT INNOVATIONS INC. AMENDED ITS ARTICLES ON 2012/07/09.
BUSINESS CORPORATIONS ACT FORM 4 ALBERTA CONSUMER AND CORPORATE AFFAIRS ARTICLES OF AMENDMENT 1. NAME OF CORPORATION: WESTPORT INNOVATIONS INC. 2. CORPORATE ACCESS NUMBER: 206475261 3. THE ARTICLES OF THE ABOVE NAMED CORPORATION ARE AMENDED TO: 1. Pursuant to Section 180 of the Business Corporations Act (Alberta), new policy has been implemented that articles of amendment must be accompanied by restated articles, which are attached hereto. 2. Pursuant to Section 173(1)(n) of the Business Corporations Act (Alberta), the articles of the Corporation be amended by deleting the existing "Other Provisions" in their entirety and replacing it with the "Other Rules or Provisions Schedule" attached hereto. DATE jut. et , 2012 SIGNATURE •••••••••91, elignature of Director or Authorized Officer /3/2•J-r .gee4ez-0 Please Print Name of Signatory TITLE •Di-recter Soi-te-11-014.. REGISTERED ON THE ALBERTA REGISTRIES CORES SYSTEM 'JUL 0 9 2012 529975 vl
OTHER RULES OR PROVISIONS Attached to and Forming Part of the Articles of Incorporation of WESTPORT INNOVATIONS INC. (a) The Directors may, between Annual General Meetings, appoint one or more additional Directors of the Corporation to serve until the next Annual General Meeting, but the number of additional Directors shall not at any time exceed 1/3 of the number of Directors who held office at the expiration of the last Annual Meeting of the Corporation. (b) A Director or Directors of the Corporation may be elected or appointed for terms expiring not later than the close of the third Annual Meeting of Shareholders following the election. (c) Meetings of the shareholders of the Corporation may be held in any location as shall be determined by the directors of the Corporation, and either inside or outside of Alberta or British Columbia.
Alberta RESTATED ARTICLES OF INCORPORATION Business Corporations Act Section 180 1. Name of Corporation: WESTPORT INNOVATIONS INC. 2, Corporate Access Number: 206475261 3. The classes of shares, and any maximum number of shares that the corporation is authorized to issue: Refer to "Share Structure" attachment. 4. Restrictions on share transfers (if any): No Restrictions. 5. Number, or minimum and maximum number of directors: Minimum - 1 Maximum - 10 6. If the corporation is restricted FROM carrying on a certain business or restricted TO carrying on a certain business, specify the restriction(s): There are no restrictions placed on the business of the Corporation. 7. Other provisions (if any): Refer to "Other Rules or Provisions" attachment. The Restated Articles of Incorporation correctly set out above, without substantive change represent the Articles of Incorporation as amended and supersede the original Articles of Incorporation. Date ,2012 Signature S. nature of Director or Authorized Officer /7<i4:1404) Please Print Name of Signatory Title 54°•••• I t, I 1 ea- RTGISTETRE D ON THE ALBERTA REGISTRIES CORES SYSTEM JUL 0 9 2012 529915 v1
SHARE STRUCTURE Attached to and Forming Part of the Articles of Incorporation of WESTPORT INNOVATIONS INC. 1. THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS AUTHORIZED TO ISSUE: (a) An unlimited number of Common Shares; and, (b) An unlimited number of Preferred Shares. 1.A The Directors of the Corporation may at any time issue any Preferred Shares in one or more series, each series to consist of such number of shares as may be determined by the Directors. The Directors may determine at the time of issuance the designation, rights, privileges, restrictions and conditions attaching to the shares of each series. SPECIAL RIGHTS, PRIVILEGES, RESTRICTIONS AND CONDITIONS ATTACHING TO EACH CLASS OF SHARES (I) DIVIDENDS (A) Subject to any rights, privileges, restrictions and conditions which may have been determined by the Directors to which to any series of Preferred shares, the Directors shall have complete uncontrolled discretion to pay dividends on any class or classes of shares or any series within a class of shares issued and outstanding in any particular year to the exclusion of any other class or classes of shares or any series within a class of shares out of any or all profits or surplus available for dividends. (II) REPAYMENT OF CAPITAL (A) On the winding-up, liquidation or dissolution of the Corporation or upon the happening of any other event giving rise to a distribution of the Corporation's assets other than by way of dividend amongst its Shareholders for the purposes of winding-up its affairs (any such occurrence is hereafter called "Winding-Up"), subject to any rights, privileges, restrictions and conditions which may have been determined by the Directors to attach to any series of Preferred shares, the holders of all shares shall be entitled to participate pan passu.
-2 (III) VOTING RIGHTS AND RESTRICTIONS (A) Common shares. At all meetings of Shareholders of the Corporation, each holder of Common shares shall be entitled to one (1) vote for each Common share held. (B) Preferred shares. The holders of the Preferred shares shall have no right to receive notice of or to be present at or vote either in person or by proxy, at any general meeting of the Corporation by virtue of or in respect of their holdine, of Preferred Shares.
(a) (b) OTHER RULES OR PROVISIONS Attached to and Forming Part of the Articles of Incorporation of WESTPORT INNOVATIONS INC. The Directors may, between Annual General Meetings, appoint one or more additional Directors of the Corporation to serve until the next Annual General Meeting, but the number of additional Directors shall not at any time exceed 1/3 of the number of Directors who held office at the expiration of the last Annual Meeting of the Corporation, A Director or Directors of the Corporation may be elected or appointed for terms expiring not later than the close of the third Annual Meeting of Shareholders following the election. (c) Meetings of the shareholders of the Corporation may be held in any location as shall be determined by the directors of the Corporation, and either inside or outside of Alberta or British Columbia.
Name/StOt 0 peChange Alberta Corporation - Registration-. . Statement Alberta Amendment Date: 2012/07/09 Service Request Number: 18258142 Corporate Access Number: 206475261 Legal Entity Name: WESTPORT INNOVATIONS INC. French Equivalent Name: Legal Entity Status: Active Alberta Corporation Type: New Legal Entity Name: New French Equivalent Name: Nuans Number: PRE-CONV Nuans Date: 1995/03/20 French Nuans Number: French Nuans Date: Named Alberta Corporation WESTPORT INNOVATIONS INC. Share Structure: REFER TO "SHARE STRUCTURE" ATTACI IMENT. Share Transfers Restrictions: NO RESTRICTIONS. Number of Directors: Min Number Of Directors: 1 Max Number Of Directors: 10 THERE ARE NO RESTRICTIONS PLACED ON THE BUSINESS OF THE CORPORATION. THERE, ARE NO RESTRICTIONS PLACED ON THE BUSINESS OF THE CORPORATION. Other Provisions: REFER TO "OTI IER RULES OR PROVISIONS" ATTACHMENT. Business Restricted To: Business Restricted From: BCA Section/Subsection: 173(1)(N) Professional Endorsement Provided: Future Dating Required: Annual Return File Year 2012 2011 Date Filed 2012/05/16 2011/04/07
2010 2010/11/09 Attachment Attachment Type Microfilm Bar Code Date Recorded Amended Annual Return 10000504100521947 2005/08/12 Consolidation, Split, Exchange -ELECTRONIC 2008/07/21 Share Structure ELECTRONIC 2012/07/09 Other Rules or Provisions ELECTRONIC 2012/07/09 Registration Authorized By: BRUCE 11 BBARD SOLICITOR
CORPORATE ACCESS NUMBER: 206475261 Alberti BUSINESS CORPORATIONS ACT CERTIFICATE OF AMENDMENT WESTPORT INNOVATIONS INC. AMENDED ITS ARTICLES ON 2008/07/21.
BUSINESS CORPORATIONS ACT Alberta 1. 3. Name of Corporation WESTPORT INNOVATIONS INC. ARTICLES OF AMENDMENT 2. Corporate Access Number 206475261 Pursuant to subsection 173(1)(f) of the Business Corporations Act (Alberta), the Articles of the Corporation are hereby amended by consolidating the issued and outstanding Common Shares of the Corporation on the basis of 1 new Common Share for each Three and One Half (3.5) Common Share presently issued and outstanding and disregarding any resulting fractional shares, with any such fractional shares otherwise issuable rounded down to the nearest whole number. WSI,egal 036683 \000S7,177,{3,11v r01-I C.? 0? ,aoR e 3:e4.2e729Ry L -1;7161:37FFE67- THE ALBERTA REGISTRIES CORES SYSTEM JUL 2 1 2000 01'
Name/Structure Change Alberta Corporation - Registration Statement Alberta Amendment Date: 2008/07/21 Service Request Number: 11861788 Corporate Access Number: 206475261 Legal Entity Name: WESTPORT INNOVATIONS INC. French Equivalent Name: Legal Entity Status: Active Alberta Corporation Type: Named Alberta Corporation New Legal Entity Name: WESTPORT INNOVATIONS INC, New French Equivalent Name: Nuans Number: PRE-CONV Nuans Date: 1995/03/20 French Nuans Number: French Nuans Date: Share Structure: Share Transfers Restrictions: Number of Directors: Min Number Of Directors: Max Number Of Directors: Business Restricted To: Business Restricted From: Other Provisions: BCA Section/Subsection: Professional Endorsement Provided: Future Dating Required: Annual Return File Year Date Filed 2008 2008/06/25 2007 2008/02/25 2006 2006/06/06 Attachment
Attachment Type Microfilm Bar Code Date Recorded Amended Annual Return 10000504100521947 2005/08/12 Consolidation, Split, Exchange ELECTRONIC 2008/07/21 Registration Authorized By: BRUCE A. HIBBARD SOLICITOR
rens"""4""r"""r4",„tA""reArAr„to","tm4 Alberta GOVERNMENT OF ALBERTA CORPORATE ACCESS NUMBER 20647526 BUSINESS CORPORATIONS ACT CERTIFICATE OF AMENDMENT WESTPORT INNOVATIONS INC. AMENDED ITS ARTICLES ON MAY 21, 1997. Registrar of Corpora \ I \ I /R. /11/4 /11/4 / REG 3066 (96/01)
BUSINESS CORPORATIONS ACT (SECTIONS 27 or 171) Alberta FORM 4 ARTICLES OF AMENDMENT 1. NAME OF CORPORATION: WESTPORT INNOVATIONS INC. 2. ALBERTA CORPORATE ACCESS NUMBER: 20647526 3. ITEM NO, OF THE ARTICLES OF THE ABOVE NAMED CORPORATION ARE AMENDED IN ACCORDANCE WITH SECTION OF THE BUSINESS CORPORATIONS ACT. Pursuant to subsection 167(1)(m) of the Business Corporations Act (Alberta), Article 6 of the Articles of the Corporation be and it is hereby amended by adding the following as item (f) thereto: "(f) Meetings of the shareholders of the Corporation may be held anywhere in the Provinces of Alberta or British Columbia as shall be determined by the directors of the Corporation." c FI MAY 2 EL1 1997, Registrar of Corporations e of MartaProvinc 10,71, MAS\C4\DRO1\MAY\3022.ART
Alpena REGISTRIES CORPORATE ACCESS NUMBER 20647526 BUSINESS CORPORATIONS ACT CERTIFICATE OF AMENDMENT WESTPORT INNOVATIONS INC. AMENDED ITS ARTICLES ON JUNE 30, 1995. \c" AL AF', (I) 0 < 0 f-- 4L- _ ,40 A, - vI AIT Ok P' Registrar of Corporations REG 3066 (95/01) CCA-06-102
FORM 4 BUSINESS CORPORATIONS ACT (Section 27 or 167) ARTICLES OF AMENDMENT 1. NAME OF CORPORATION: 2. CORPORATE ACCESS NO. WESTPORT INNOVATIONS INC. 20647526 3. THE ARTICLES OF THE ABOVE-NAMED CORPORATION ARE AMENDED AS FOLLOWS: 1. Section 3 of the Articles of the Corporation shall, pursuant to section 167(1)(1) of the Business Corporations Act (Alberta) (the "Act") be amended by removing therefrom the restrictions on share transfers as contained therein, and substituting therefore: "No restrictions." 2. Section 6 of the Articles of the Corporation shall, pursuant to section 167(1)(m) of the Act be amended by removing therefrom the provisions contained in paragraphs (c), (d) and (e). DATE: JUNE 30, 1995 SIGNATURE: 1;":I c e"L AY474.---41x TITLE: SOLICITOR il i JUN 3 01995 Registrar of Corpora110.4tProvince of Aibe
t t I I t t t 41. CORPORATE ACCESS NUMBER 20647526 BUSINESS CORPORATIONS ACT CERTIFICATE OF INCORPORATION WESTPORT INNOVATIONS INC. WAS INCORPORATED IN ALBERTA ON MARCH 20, 1995 Registrar of Corporations I k. ► I ► REG 3066 (94/10) CCA-06-102
WSLegal\036683\00100\9616779v3 BY-LAW NO. 1 as amended and re-stated on June 4, 2021 A By-Law relating generally to the transaction of the business and affairs of WESTPORT FUEL SYSTEMS INC. (hereinafter called the "Corporation") CONTENTS ONE - INTERPRETATION TWO - BUSINESS OF THE CORPORATION THREE - BORROWING AND SECURITY FOUR - DIRECTORS FIVE - COMMITTEES SIX - OFFICERS SEVEN - CONFLICT OF INTEREST AND PROTECTION OF DIRECTORS, OFFICERS. AND OTHERS EIGHT - SHARES NINE - DIVIDENDS AND RIGHTS TEN - MEETINGS OF SHAREHOLDERS ELEVEN - DIVISIONS' AND DEPARTMENTS TWELVE - INFORMATION AVAILABLE TO SHAREHOLDERS THIRTEEN - NOTICES BE IT ENACTED as a by-law of the Corporation as follows: SECTION ONE INTERPRETATION 1.01 Definitions In the by-laws of the Corporation, unless the context otherwise requires: "Act" means the Business Corporations Act (Alberta), and any statute that may be substituted therefore, as from the time, amended; "appoint" includes "elect" and vice versa;
WSLegal\036683\00100\9616779v3 "articles" means the articles attached to the Certificate of the Corporation as from time to time amended or restated; "board" means the board of directors of the Corporation; "by-laws" means this by-law and all other by-laws of the Corporation from time to time in force and effect; "meeting of shareholders" means an annual meeting of shareholders and a special meeting of shareholders; "special meeting of shareholders" means a meeting of any class or classes of shareholders and a special meeting of all shareholders entitled to vote at an annual meeting of shareholders; "non-business day" means Saturday, Sunday and any other day that is a holiday as defined in The Interpretation Act (Alberta); "ordinary resolution" means a resolution passed by a majority of the votes cast by the shareholders who voted, either in person or by proxy, in respect of that resolution; "recorded address" means in the case of a shareholder his address as recorded in the securities register; and in the case of joint shareholders the address appearing in the securities register in respect of such joint holding or the first address so appearing if there are more than one; and in the case of a director, officer, auditor or member of a committee of the board, his latest address as recorded in the records of the Corporation; "signing officer" means, in relation to any instrument, any person authorized to sign the same on behalf of the Corporation by Clause 2.04 or by resolution passed pursuant thereto. Save as aforesaid, words and expressions defined in the Act have the same meanings when used herein; and words importing the singular number include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders; and words importing persons include individuals, bodies corporate, partnerships, trusts and unincorporated organizations. SECTION TWO BUSINESS OF THE CORPORATION 2.01 Registered Office, Records Office and Address for Service The registered office, the designated records office (if separate from the registered office) and the post office box (if any) of the Corporation shall be at the address or addresses in Alberta as may from time to time be determined by the board.
WSLegal\036683\00100\9616779v3 2.02 Corporate Seal The Corporation may have a corporate seal of such design as may be approved by the board. The seal, if any, shall be kept in charge of the secretary or other person appointed by the board and shall be used as provided in the by-laws. Whenever determined by the board that such is necessary the Corporation may have and use an official facsimile of its seal for use in any province of Canada not being the province in which the registered office is situate or for use in any territory, district or place outside Canada and in the preparation, adoption and authorization of the use of such seal, the board shall at all times comply with the Statutes and the Articles. 2.03 Financial Year The financial year of the Corporation shall end on such date in each year as the board may from time to time determine. 2.04 Execution of Instruments Deeds, transfers, assignments, contracts, obligations, certificates, documents and other instruments in writing requiring the signature of the Corporation may be signed by any one director or officer of the Corporation alone or by any person or persons authorized in writing by such authorized signatory or by resolution of directors. In addition, the board may from time to time direct the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any signing officer or person or persons authorized as aforesaid may affix the corporate seal to any instrument requiring the same. 2.05 Banking Arrangements The banking business of the Corporation including, without limitation, the borrowing of money and the giving of security therefor, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as may be from time to time be prescribed or authorized by the board. 2.06 Voting Rights in Other Bodies Corporate Any one director or officer of the Corporation may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation. Such instruments, certificates or other evidence shall be in favour of such person or persons as may be determined by the officer or director executing such proxies or arranging for the issuance of voting certificates or such other evidence of the right to exercise such voting rights. In addition, the board, or failing the board, the signing officer of the Corporation, may from time to time direct the manner in which and the person or persons by whom any particular voting rights or class of voting rights may or shall be exercised.
WSLegal\036683\00100\9616779v3 SECTION THREE BORROWING AND SECURITY 3.01 Borrowing Power Without limiting the borrowing powers of the Corporation as set forth in the Act, but subject to the articles, any one director or officer of the Corporation may from time to time on behalf of the Corporation, without authorization of the shareholders: (a) borrow money upon the credit of the Corporation in such amounts and on such terms as may be deemed expedient by obtaining loans or advances or by way of overdraft or otherwise; (b) issue, reissue, sell or pledge bonds, debentures,. notes or other evidences of indebtedness or guarantee of the Corporation, whether secured or unsecured, for such sums and at such prices as may be deemed expedient; (c) to the extent permitted by the Act, give a guarantee on behalf of the Corporation to secure performance of any present or future indebtedness, liability or obligation of any person; (d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any present and future property, real and personal, immoveable and moveable, of the Corporation, including its undertakings and rights, to secure any bonds, debentures, notes or other evidences of indebtedness or guarantee or any other indebtedness, liability or obligation of the Corporation, present or future; and (e) delegate to a committee of the board, a director or an officer of the Corporation all or any of the powers conferred in this clause or by the Act to such extent and in such manner as the directors may determine. Nothing in this section limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted, or endorsed by or on half of the Corporation. SECTION FOUR DIRECTORS 4.01 Number of Directors and Quorum Until changed in accordance with the Act, the Board shall consist of not fewer than the minimum number and not more than the maximum number of directors provided in the articles. Subject to the articles, a majority of the number of directors constitutes a quorum at any meeting of directors and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors. Subject to section 111 of the Act, subsections (3) and (4) of section 114 of the Act, and Clause 4.07 hereof, directors shall not transact business at a meeting of directors unless a quorum is present.
WSLegal\036683\00100\9616779v3 4.02 Qualification No person shall be qualified for election as a director: (a) who is less than eighteen years of age; (b) if he is a dependent adult as defined in The Dependent Adults Act (Alberta) or is the subject of a certificate of incapacity under the Act; (c) if he is a formal patient as defined in The Mental Health Act (Alberta); (d) if he is the subject of an order under The Mentally Incapacitated Persons Act (Alberta) appointing a committee of his person or estate or both; (e) if he has been found to be a person of unsound mind by a court elsewhere than in Alberta; (f) if he is not an individual; or, (g) if he has the status of a bankrupt. A director need not be a shareholder. As long as required by the Act, at least two directors shall not be officers or employees of the Corporation or its affiliates. 4.03 Consent to Act A person who is elected or appointed a director is not a director unless: (a) he was present at the meeting when he was elected or appointed and did not refuse to act as a director, or (b) if he was not present at the meeting when he was elected or appointed, he consented to act as a director in writing before his election or appointment or within ten days after it, or he has acted as a director pursuant to the election or appointment. A person who is elected or appointed as a director and who refuses or fails to consent or act shall be deemed not to have been elected or appointed as a director. 4.04 Election and Term Shareholders of the Corporation shall, by ordinary resolution at the first meeting of shareholders and at each succeeding annual meeting at which an election of directors is required, elect directors to hold office for a term expiring not later than the close of the third annual meeting of shareholders following the election. At each annual meeting of shareholders, all directors whose term of office has expired or then expires shall retire but, if qualified, shall be eligible for re- election. A director not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of shareholders following his election. Notwithstanding the foregoing, if directors are not elected at a meeting of shareholders, the incumbent directors continue in office
WSLegal\036683\00100\9616779v3 until their successors are elected. The number of directors to be elected at any such meeting shall be the number of directors whose term of office has expired or then expires unless the directors or the shareholders otherwise determine. It is not necessary that all directors elected at a meeting of shareholders hold office for the same term. If the articles so provide, the directors may, between annual meetings of shareholders, appoint one or more additional directors of the Corporation to serve until the next annual meeting of shareholders, but the number of additional directors shall not at any time exceed one-third of the number of directors who held office at the expiration of the last annual meeting of the Corporation. 4.05 Removal of Directors Subject to the provisions of the Act, the shareholders may by an ordinary resolution passed at a special meeting remove any director or directors from office and the vacancy created by such removal may be filled at the same meeting failing which it may be filled by the directors. 4.06 Vacation of Office A director ceases to hold office when he dies or resigns, he is removed from office by the shareholders or he ceases to be qualified as a director from under Clause 4.02. A resignation of a director becomes effective at the time a written resignation is sent to the Corporation, or at the time specified in the written resignation, whichever is later. 4.07 Vacancies Subject to the Act, a quorum of the board may fill a vacancy in the board. In the absence of a quorum of the board, the directors then in office shall forthwith call a special meeting of shareholders to fill the vacancy and if they fail to call such meeting or if there are no directors then in office, any shareholder may call the meeting. 4.08 Action by the Board The board shall manage, or supervise the management of, the business and affairs of the Corporation. Subject to Clause 4.09 and the articles, the powers of the board may be exercised by resolution passed at a meeting at which a quorum is present or by resolution in writing signed by all the directors who would be entitled to vote on that resolution at a meeting of the board. 4.09 Resolution Without Meeting Together Notwithstanding anything to the contrary in this by-law: (a) a resolution or resolutions signed by all members of the board as such without meeting together, whether embodied in the form of minutes of a meeting of directors or not, shall be as valid and effectual as if passed at, a meeting of the board duly called and constituted and shall be entered in the minute book of the Corporation accordingly and shall be held to relate back to any date therein stated to be the date thereof and a director may signify his assent to such resolution or resolutions in writing under his hand or by telegram or cable or facsimile transmission;
WSLegal\036683\00100\9616779v3 (b) any written resolution made under this clause may be signed in several counterparts, each of which so executed shall be deemed to be an original and such counterparts together shall constitute but one and the same instrument; (c) where the board consists of a sole director, a resolution or resolutions assented to and adopted in writing under the hand of that director whether embodied in the form of a minute of that director or not shall be as valid and effectual as if passed at a meeting of the board duly called and constituted and shall be entered in the minute book of the Corporation accordingly and shall be held to relate back to any date therein stated to be the date thereof and the sole director may also signify his assent to such resolution or resolutions by telegram or cable or facsimile transmission. 4.10 Meetings by Telephone or Electronic Means A director may participate in a meeting of the board or of a committee of the board by electronic means, telephone or other communication facilities that permit all persons participating in the meeting to hear each other, and a director participating in a meeting by those means is deemed to be present at the meeting. 4.11 Place of Meeting Subject to the articles, meetings of the board may be held at any place in or outside Canada. 4.12 Calling of Meetings Meetings of the board shall be held at such time and at such place as the board, the chairman of the board, the managing director, the president or any two directors may determine. 4.13 Notice of Meetings Notice of the time and place of each meeting of the board shall be given in the manner provided in Clause 13.01 to each director not less than forty-eight hours before the time when the meeting is to be held. Meetings of the board may be summoned by the secretary or an assistant secretary at the request of the president or the chairman and failing them, at the request of the vice- president or a director. A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting, except where the Act requires such purpose or business to be specified including any proposal to:
WSLegal\036683\00100\9616779v3 (a) submit to the shareholders any question or matter requiring approval of the shareholders; (b) fill a vacancy among the directors or in the office of auditor; (c) issue securities; (d) declare dividends; (e) purchase, redeem or otherwise acquire shares of the Corporation; (f) pay a commission for the sale of shares; (g) approve a management proxy circular; (h) approve any annual financial statement; or (i) adopt, amend or repeal by-laws. A director may in any manner waive notice of or otherwise consent to a meeting of the board, and attendance of a director at a meeting of directors is a waiver of notice of the meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. 4.14 Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting. 4.15 Provided a quorum of directors is present, the board may without notice hold a meeting immediately following an annual meeting of shareholders. 4.16 The board may from time to time appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings shall be sent to each director forthwith after being passed, or forthwith after such director's appointment, whichever is later, but no other notice shall be required for any such regular meeting except where the Act or this by-law requires the purpose thereof of the business to be transacted thereat to be specified. 4.17 Chairman The chairman of any meeting of the board shall be the first mentioned of such of the following officers as have been appointed and who is a director and is present at the meeting: chairman of the board, president or a vice-president (in order of seniority). If no such officer is present, the directors present shall choose one of their number to be chairman.
WSLegal\036683\00100\9616779v3 4.18 Votes to Govern At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of any equality of votes, the chairman of the meeting shall not be entitled to a second or casting vote. 4.19 Powers of Attorney The board may at any time and from time to time by power of attorney under the seal appoint any person or persons to be the attorney or attorneys of the Corporation for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the board under this by-law) and for such period and subject to such conditions as the board may from time to time think fit and any such appointment may (if the board think fit) be made in favor of the members or any of the members of any committee established as aforesaid or in favor of any corporation or of the members, directors, nominees or managers of any corporation or firm or otherwise in favor of any fluctuating body of persons whether nominated directly or indirectly by the board. Any such power of attorney may contain such powers for the protection or convenience of persons dealing with such attorneys as the board may think fit. 4.20 Any attorneys may be authorized by the board to delegate all or any of the powers, authorities and discretion for the time being vested in them subject to the board's confirmation. 4.21 Trustees The board may appoint a corporation or any two or more responsible individuals to be a trustee or trustees for the Corporation for any purpose for which it is deemed advisable to have the intervention of a trustee or trustees and in particular the whole or any part of the property of the Corporation may be vested in such trustee or trustees either for the benefit of the shareholders or to secure to the creditors or obligees of the Corporation the payment of any money or for securing any bonds, debentures, or debenture stock of the Corporation or for the payment or performance of any obligations which the Corporation ought to pay or perform and the board may at any time fill any vacancy in the office of trustee. 4.22 The remuneration of a trustee or trustees shall be such as the Board shall determine and shall be paid by the Corporation. 4.23 The board may delegate to any creditors or other persons the power of appointing or removing a trustee or trustees and may by contract in writing limit or surrender its power of appointing or removing a trustee or trustees. 4.24 Remuneration and Expenses The directors may fix the remuneration, if any, of the directors of the Corporation.
WSLegal\036683\00100\9616779v3 SECTION FIVE COMMITTEES 5.01 Committee of Directors The board may appoint a committee of one or more directors, however designated, and delegate to such committee any of the powers of the board except those which, under the Act, a committee of directors has no authority to exercise. 5.02 Transaction of Business The powers of a committee of directors may be exercised at a meeting at which a quorum is present or by resolution in writing signed by all the members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place in or outside Canada. 5.03 Audit Committee If required by the Act, the board shall elect annually from among its numbers an audit committee to be composed of not fewer than three directors of whom no member shall be an officer or employee of the corporation or its affiliates. 5.04 The audit committee shall review the financial statements of the Corporation before they are approved by the directors. 5.05 The auditor of the Corporation is entitled to receive notice of every meeting of the audit committee, and, at the expense of the Corporation, to attend and be heard at the meeting. 5.06 The auditor of the Corporation or a member of the audit committee may call a meeting of the committee. 5.07 Procedure Unless otherwise provided herein or determined by the board, each committee shall have the power to fix its quorum, to elect its chairman and to regulate its procedure. SECTION SIX OFFICERS 6.01 Appointment Subject to the articles, the board may from time to time appoint a chief executive officer, president, one or more executive vice-presidents or vice-presidents (to which title may be added words indicating seniority or function), a secretary, a treasurer and such other officers as the board may determine, including one or more assistants to any of the officers so appointed. One person may hold more than one office. The board may specify the duties of, and, in accordance with this by-law and subject to the Act, delegate powers to manage the business and affairs of the
WSLegal\036683\00100\9616779v3 Corporation to such officers. Subject to Clause 6.02, 6.03 and 6.04 an officer may, but need not be, a director. 6.02 The Chief Executive Officer The chief executive officer of the Corporation shall, subject to the direction of the board, exercise general supervision and control over the business and affairs of the Corporation. The chief executive officer shall sign such contracts, documents or instruments in writing as require his or her signature and shall have such other powers and shall perform such other duties as may from time to time be assigned to him or her by resolution of the directors or as are incident to his or her office. The chief executive officer shall preside at all general meetings and in the absence or non- appointment of the chairman of the board shall also preside at meetings of the board. He shall have general and active management of the business and affairs of the Corporation and without limiting the foregoing: (a) he shall have general superintendence and direction of all the other officers of the Corporation; and (b) he shall submit the annual report of the board if any and the annual balance sheets and financial statements of the business and affairs and reports on the financial position of the Corporation as required by the Act to the annual meeting and from time to time he shall report to the board all matters within his knowledge which the interest of the Corporation require to be brought to their attention. 6.03 Chairman of the Board and Officers Generally The board may elect one of their number to be chairman of the board who may preside at any or all meetings of the board and who may also hold the office of president or vice-president. The board may additionally elect one of their number to be vice chairman of the board who may fulfill the roles of the chairman of the board in such chairman's absence and who may also hold the office of president or vice-president. In the absence of the chairman of the board (if any), the vice chairman of the board (if any), and in the absence of any such Vice Chairman, such other director as the chairman of the board may designate, shall preside as chairman at all meetings of directors. 6.04 The Vice-Presidents or Executive Vice-Presidents The board from time to time may also appoint one or more vice-presidents or executive vice- presidents in whom shall be vested all the power and who shall perform all the duties of the chief executive officer in the absence of the latter from his office and who may also preside at meetings of the board in the absence of the chief executive officer, president and the chairman of the board. Nothing, however, herein contained shall prevent any director from presiding at meetings of the board if considered advisable or being necessary and the directors being willing.
WSLegal\036683\00100\9616779v3 6.05 Secretaries or Assistant Secretaries The board may appoint a secretary and may also appoint one or more assistant secretaries. The secretary or an assistant secretary shall attend any meetings of the board and any general meeting and record the proceedings thereof and all matters transacted and dealt with thereat and shall prepare and keep minutes of all such meetings and record all votes and the minutes of all proceedings in a book or books to be kept for any standing or executive committee. 6.06 The Treasurer or Assistant Treasurer The board may appoint a treasurer and may also appoint one or more assistant treasurers who shall keep or cause to be kept in books belonging to the Corporation full and accurate accounts of receipts and disbursements and shall deposit or cause to be deposited all moneys of the Corporation with the Corporation's bankers or otherwise deal with the same as the board may determine. The treasurer or an assistant treasurer or assistant treasurers shall disburse or cause to be disbursed the funds of the Corporation as may be ordered by the board taking proper vouchers for such disbursements and shall render to the president and to the board at the regular meetings of the board or at such times as they may require an account of all transactions of the Corporation and of the financial position of the Corporation. 6.07 Powers and Duties of Other Officers The powers and duties of all other officers shall, subject to the Act, be such as the terms of their engagement call for or as the board or (except for those whose powers and duties are specified only by the board) the chief executive officer may specify. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board or the chief executive officer otherwise directs. 6.08 Variation of Powers and Duties The board and (except as aforesaid) the chief executive officer may from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any officer. 6.09 Terms of Office The board, in its discretion, may remove any officer of the Corporation, without prejudice to such officer's rights under any employment contract. Otherwise, each officer appointed by the board shall hold office until his successor is appointed or until his earlier resignation. 6.10 Terms of Employment and Remuneration The terms of employment and the remuneration of officers appointed by the board shall be settled by it from time to time.
WSLegal\036683\00100\9616779v3 6.11 Agents and Attorneys Any one director or officer of the Corporation shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Canada with such powers of management or otherwise (including the power to sub-delegate) as may be thought fit. 6.12 Fidelity Bonds The board may require such officers, employees and agents of the Corporation as the board deems advisable to furnish bonds for the faithful discharge of their powers and duties, in such form and with such surety as the board may from time to time determine. SECTION SEVEN INTEREST IN MATERIAL, CONTRACT AND PROTECTION OF DIRECTORS, OFFICERS AND OTHERS 7.01 Interest in Material Contracts and Material Transactions A director or officer who is party to, or who is a director or officer of or has a material interest in any person who is a party to, a material contract or material transaction or proposed material contract or proposed material transaction with the Corporation shall disclose in writing to the Corporation or request to have entered in the minutes of meetings of directors the nature and extent of his interest. The disclosure shall be made: (a) in the case of a director, at a meeting in which the proposed contract or transaction is first considered, or at the first meeting in which he becomes so interested; (b) in the case of an officer, forthwith after he becomes aware that a contract or transaction is considered or has been considered at a meeting of directors or forthwith after an officer has become so interested; (c) in the case of a person who is interested in a contract or transaction who later becomes a director or officer, forthwith after he becomes a director or officer. 7.02 If a material contract or material transaction or proposed material contract or proposed material transaction is one that in the ordinary course of business would not require the consent of the board or shareholders, a director or officer who has an interest in such contract shall nevertheless disclose in writing to the Corporation or request to have entered in the minutes of the meeting of directors, the nature and extent of his interest forthwith after the director of officer becomes aware of the contract or transaction or proposed contract or proposed transaction. 7.03 A director referred to in Clause 7.01 shall not vote on any resolution to approve, the contract or transaction unless the contract or transaction is an arrangement by way of security for money lent to or obligations undertaken by him, or by a body corporate, in which he has an interest for the benefit of the Corporation or an affiliate, a contract or
WSLegal\036683\00100\9616779v3 transaction relating primarily to his remuneration as a director, officer, employee or agent of the Corporation or an affiliate, a contract or transaction for indemnity or insurance pursuant to the Act, or a contract or transaction with an affiliate. 7.04 Dissent by Director A director who is present at a meeting of directors or committee of directors is deemed to have consented to any resolution passed or action taken at the meeting unless he requests that his abstention or dissent be, or his abstention or dissent is, entered in the minutes of the meeting; he sends his written dissent to the secretary of the meeting before the meeting is adjourned; he sends his dissent by registered mail or delivers it to the registered office of the Corporation immediately after the meeting is adjourned, or otherwise proves that he did not consent to the resolution or action. A director who votes for or consents to a resolution or action is not entitled to dissent as aforesaid. 7.05 Limitation of Liability Subject to the Act, no director or officer for the time being of the Corporation shall be liable for the acts, receipts, neglects or defaults if any other director or officer or employee, or for joining in any receipt or act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed or invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation including any person, firm or corporation with whom or with which moneys, securities or effects shall be lodged or deposited for any loss, conversation, misapplication or misappropriation of or any damage resulting from any dealings with moneys, securities or other assets of or belonging to the Corporation or for any other loss, damage or misfortune whatsoever which may happen in the execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his failure to exercise the powers and to discharge the duties of his office honestly and in good faith with a view to the best interests of the Corporation and through a failure to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. 7.06 Indemnity Subject to the Act, the Corporation shall indemnify a director or officer, a former director or officer, and a person who acts or acted at the Corporation's request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgement, reasonably incurred by him in respect to any civil, criminal or administrative action or proceedings to which he is made a party by reason of being or having been a director of officer of the Corporation or such body corporate, if:
WSLegal\036683\00100\9616779v3 (a) he acted honestly and in good faith with a view to the best interests of the Corporation; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful. 7.07 Insurance The Corporation may, subject to and in accordance with the Act, purchase and maintain insurance for the benefit of any director or officer as such against liability incurred by him. SECTION EIGHT SHARES 8.01 Allotment Subject to the articles, the board may from time to time allot, or grant options to purchase, and issue the whole or any part of the authorized and unissued shares of the Corporation at such times and to such persons and for such consideration as the board shall determine, provided that no share shall be issued until it is fully paid as provided by the Act. 8.02 Commissions The board may from time to time authorize the Corporation to pay reasonable commission to any person in consideration of his purchasing or agreeing to purchase shares of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for shares of the Corporation. 8.03 Securities Register The Corporation shall maintain or cause to be maintained a securities register in which it records the securities issued by it in registered form, showing with respect to each class or series of securities: (a) the names, alphabetically arranged, and the latest known address of each person who is or has been a security holder; (b) the number of securities held by each security holder; and (c) the date and particulars if the issue and transfer of each security. 8.04 Non-recognition of Trusts Subject to the provisions of the Act, the Corporation may treat as the absolute owner of any share the person in whose name the share is registered in the securities register as if that person had full legal capacity and authority to exercise all rights of ownership, irrespective of any indication
WSLegal\036683\00100\9616779v3 to the contrary through knowledge or notice or description in the Corporation's records or on the share certificate. 8.05 Share Certificates Every holder of one or more shares of the Corporation shall be entitled, at his option, to a share certificate, or to a non-transferable written acknowledgement of his right to obtain a share certificate, stating the name of the person to whom the certificate or acknowledgement was issued, and the number and class series of shares held by him as shown on the securities register. The Corporation may charge a fee of not more than $5.00 for a share certificate issued in respect of a transfer. Share certificates and acknowledgements of a shareholder's right to a share certificate, shall, subject to the Act, be in such form as the board shall from time to time approve. Any share certificate shall be signed in accordance with Clause 2.04 and need not be under the corporate seal, provided that, unless the board otherwise determines, certificates representing shares in respect which a transfer agent and/or registrar has been appointed shall not be valid unless countersigned by or on behalf of such transfer agent and/or registrar. The signature of one of the signing officers or, in the case of share certificates which are not valid unless countersigned by or on behalf of a transfer agent and/or registrar, the signatures of both signing officers, may be printed or mechanically reproduced in facsimile upon share certificates and every such facsimile signature shall for all purposes be deemed to be the signature of the officer whose signature it reproduces and shall be binding upon the Corporation. A share certificate executed as aforesaid shall be valid notwithstanding that one or both of the officers whose facsimile signature appears thereon no longer holds office at the date of issue of the certificate. 8.06 Replacement of Share Certificate The board or any officer or agent designated by the board may in its or his discretion direct the issue of a new share certificate in lieu of and upon cancellation of a share certificate that has been mutilated or in substitution for a share certificate claimed to have been lost, destroyed of wrongfully taken on payment of such fee, not exceeding $5.00 or such greater amount as may be allowed by the Act, and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the board may from time to time prescribe, whether generally or in any particular case. 8.07 Joint Shareholders If two or more persons are registered as joint holders of any share, the Corporation shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificates to one of such persons shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificates issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such share. 8.08 Fractional Shares The Corporation may issue a certificate for a fractional share or may issue in its place as may be determined by the board, scrip certificates in a form that entitles the holder to receive a certificate for a full share by exchanging scrip certificates aggregating a full share. The directors may attach conditions to any script certificates including that the scrip certificates become void if
WSLegal\036683\00100\9616779v3 they are not exchanged for a share certificate representing a full share by a specified date, and that any shares for which those scrip certificates are exchangeable may, notwithstanding any pre- emptive right, to be issued by the. Corporation to any person and the proceeds of those shares distributed rateably to holders of the scrip certificates. 8.09 Transfer and Transmission of Shares Shares of the Corporation may be transferred in the form of a transfer or endorsement endorsed on the certificates issued for the shares of the Corporation or in any form of transfer which may be approved by the board. 8.10 Registration of Transfer Subject to the provisions of the Act, no transfer of shares shall be registered in a securities register except upon presentation of the certificate representing such shares with a transfer endorsed thereon or delivered therewith duly executed by the registered holder or by his attorney or successor duly appointed, together with such reasonable assurance or evidence of signature, identification and authority to transfer as the board may from time to time prescribe, upon payment of all applicable taxes and any fees prescribed by the board. 8.11 Subject to the provisions of the Act, the Corporation may treat a person as a registered shareholder entitled to exercise all rights of the shareholder he represents if that person produces to the board such evidence as may be reasonably required that he is the executor, administrator, heir or legal representative of the heirs of the estate of a deceased shareholder, or guardian committee, trustee, curator or tutor representing a shareholder who is an infant, an incompetent person or a mining person or a liquidation of, or a trustee in bankruptcy for, a registered shareholder. 8.12 If a person on whom the ownership of a share devolves by operation of law, other than a person described in Clause 8.11, furnishes proof of his authority to exercise rights or privileges in respect of a share in the Corporation that is not registered in his name, the Corporation shall treat that person as entitled to exercise those rights or privileges. 8.13 The Corporation is not required to enquire into the existence of, or see the performance or observance of, any duty owed to a third person by a registered holder of any of its shares or by anyone whom it treats, subject to the Act, as the owner or registered holder of the shares. 8.14 Subject to applicable law regarding the collection of taxes, a person referred to in Clause 8.11 is entitled to become a registered holder or to designate a registered holder upon his depositing with the board those documents prescribed by the Act. 8.15 Transfer Agents and Registrars The board may from time to time appoint one or more trust companies registered under The Trust Companies Act (Alberta) as its agent or agents to maintain the central securities register and registers, and an agent or agents to maintain branch securities registers. Such a person may be designated as transfer agent or registrar according to his functions and one person may be
WSLegal\036683\00100\9616779v3 appointed both registrar and transfer agent. The board may at any time terminate any such agreement. 8.16 Share Warrants The Corporation, with respect to any fully paid-up shares may issue share warrants under its seal stating that the bearers thereof are entitled to the shares therein respectively specified and may provide by coupons or otherwise for the payment of future dividends on the shares included in such warrants. 8.17 The board may determine and from time to time vary the conditions upon which share warrants shall be issued and in particular upon which a new share warrant or coupon will be issued in the place of one worn-out, defaced, lost or destroyed upon which the bearer of a share warrant shall be entitled to attend and vote at general meetings; and upon which a share warrant may be surrendered and the name of the holder entered in the register in respect of the shares therein specified. Subject to such conditions and to this bylaw, the bearer of a share warrant shall be a shareholder of the Corporation. The holder of share warrant shall be subject to the conditions for the time being in force with respect to share warrants whether made before or after the issue of such warrant. SECTION NINE DIVIDENDS AND RIGHTS 9.01 Dividends Subject to the rights of the holders of any shares entitles to any priority, preference or special privileges, and subject to the provisions of the Act, the board may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation. 9.02 Record Date for Dividends and Rights The board my fix in advance a date, preceding by not more than fifty days the date for the payment of any dividend or the date for the issue of any warrant or other evidence or right to subscribe for securities of the Corporation, as a record date for the determination of the persons entitled to receive the right to subscribe for such securities, provided that if the Corporation is a distributing corporation, then unless notice of the record date is waived in writing by every holder of a share of the class or series affected, notice of such record date shall be given not less than seven days before such record date, in the manner provided in the Act. Where no record date for the determination of the persons entitled to receive payment of any dividend or to receive the right to subscribe for securities of the Corporation shall be at the close of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the board.
WSLegal\036683\00100\9616779v3 9.03 Dividend Resolution The resolution of the board declaring a dividend may direct payment of such dividend wholly or in part by the distribution of specific assets and in particular of paid-up shares, debentures, or debenture stock of the Corporation or of any other corporation or in any one or more of such ways where any difficulty arises in regard to the distribution the board may settle the same as they think expedient and may fix the value for distribution of such specific assets or any part thereof and may determine that such payments shall be made to all parties and may vest any such specific assets in trustees upon such trust for the persons entitled to the dividends as may seem expedient to the board. 9.04 Interest Interest may be paid out of capital where it is lawful to do so by virtue of the Act but no dividend shall be payable except out of the profits arising from the business of the Corporation. 9.05 No dividend shall bear interest as against the Corporation. 9.06 Pre-Paid Shares Where capital is paid up on any shares in advance, such capital shall not confer a right to participate in profits whilst carrying interest. 9.07 Interim Dividends The board may from time to time pay to the shareholders such interim dividends as appear to the board to be justified by the profits of the Corporation. 9.08 Debt to Corporation Subject to the Act, the board shall deduct from the dividends payable to any shareholder all sums of money as may be due from him to the Corporation on account of calls or otherwise. 9.09 Payment of Dividends The Corporation may transmit any dividend or bonus payable in respect of any shares by cheque or warrant through the ordinary post to the registered address of the holder of such share (unless he shall have given written instructions to the contrary) and shall not be responsible for any loss arising therefrom. Every cheque or warrant so sent shall be made payable to the order of the person to whom it is sent. 9.10 Unclaimed Dividends All dividends unclaimed for one year after having been declared may be vested in or otherwise made use of by the board for the benefit of the Corporation.
WSLegal\036683\00100\9616779v3 9.11 Fractional Shares Subject to the Articles, a holder of a fractional share or scrip certificate is not entitled to receive a dividend in respect of the fractional share or scrip certificate unless the fractional share or scrip certificate results from a consolidation of shares. SECTION TEN MEETINGS OF SHAREHOLDERS 10.01 First and Subsequent Annual Meetings The first annual meeting shall be held within such period as the board shall determine is in accord with the most convenient date for closing the Corporation's financial year but in any event shall be held within the period of eighteen months from the date of incorporation and subject to the provisions of the Act and the provisions of this by-law, subsequent annual meetings of the Corporation shall be held once in each calendar year and not more than fifteen months after the holding of the last annual meeting. 10.02 Annual Meeting Subject to the Act, the annual meeting of shareholders shall be held at such time in each year and, subject to Clause 10.05, at such place as the board, the chairman of the board, the managing director or the president may from time to time determine, for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors if required, appointing auditors if required and transacting such other business as may properly be brought before the meeting. 10.03 Special Meetings The board, the chairman of the board or the president shall have power to call a special meeting of the shareholders at any time. 10.04 Requisition of Meeting The board may whenever it thinks fit and it shall upon the requisition of the holders of not less than five (5%) percent of the issued voting share capital of the Corporation forthwith proceed to convene an extraordinary general meeting of the Corporation and any extraordinary general meeting called in pursuance of a requisition shall be convened and held in accordance with the provisions of the Act. 10.05 Place of Meetings Meetings of shareholders shall be held anywhere in the provinces of Alberta or British Columbia (or outside Alberta or British Columbia if the articles so provide or if all the shareholders entitled to vote at that meeting so agree) as shall be determined by the directors of the Corporation.
WSLegal\036683\00100\9616779v3 10.06 Telephone Meeting or Electronic Meeting Subject to any limitations or requirements set out in the regulation made pursuant to the Act, if any, a shareholder or any other person entitled to attend a meeting of shareholders may participate by electronic means, telephone or other communication facilities that permit all persons participating to hear or otherwise communicate with each other and a person participating in such a meeting by those means is deemed to be present at the meeting, and may vote by these means at the meeting. 10.07 Notice of Meetings A notice in writing of a meeting of shareholders stating the day, hour and place of meeting and if special business is to be transacted thereat, stating (i) the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment on that business and (ii) the text of any special resolution to be submitted to the meeting, shall be sent to each shareholder entitled to vote at the meeting, who on the record date for notice is registered on the records of the Corporation or its transfer agent as a shareholder, to each director of the Corporation and to the auditor of the Corporation not less than 21 days and not more than 50 days (exclusive of the day of mailing and of the day for which notice is given) before the date of the meeting. 10.08 Record Date for Notice The board may fix in advance a date, preceding the date of any meeting of shareholders by not more than fifty days and not less than twenty-one days, as a record date for the determination of the shareholders entitled to notice of or to vote at the meeting, provided that if the Corporation is a distributing corporation, then unless notice of the record date is waived in writing by every holder of a share of the class or series affected, notice of any such record date shall be given not less than seven days before such record date in the manner provided in the Act. If no such record date is so fixed, the record date for the determination of the shareholders entitled to receive notice of or vote at the meeting shall be at the close of business on the date immediately preceding the day on which the notice is sent or, if no notice is sent, shall be the day on which the meeting is held. 10.09 List of Shareholders Entitled to Notice The Corporation shall prepare a list of shareholders entitled to receive notice of or vote at a meeting of shareholders, arranged in alphabetical order and showing the number or shares held by each shareholders. If a record date for the meeting is fixed pursuant to Clause 10.08, the shareholders listed shall be those registered at the close of business on such record date. If no record date is fixed, the shareholders listed shall be those registered at the close of business on the date immediately preceding the day on which notice of the meeting is given or, where no such notice is given, on the day on which the meeting is held. The list shall be available for examination by any shareholder during usual business hours at the records office of the Corporation or at the place where the central securities register is maintained and at the meeting for which the list was prepared.
WSLegal\036683\00100\9616779v3 10.10 Fractional Shares Subject to the Articles, a holder of a fractional share or scrip certificate is not entitled to exercise voting rights or receive notice of a meeting of shareholders in respect of such fractional share or scrip certificate unless the fractional share or scrip certificate results from a consolidation of shares. 10.11 Meetings Without Notice A meeting of shareholders may be held without notice at any time and place permitted by the Act: (a) if all shareholders entitled to vote thereat are present in person or represented or if those not present or represented waive notice of or otherwise consent to such meeting being held; and (b) if the auditors and the directors are present or waive notice of or otherwise consent to such meeting being held; so long as such shareholders, auditors or directors present are not attending for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. At such a meeting, any business may be transacted which the Corporation at a meeting of shareholders may transact. If the meeting is held at a place outside Alberta, shareholders not present or represented by proxy, but who have waived notice of or otherwise consented to such meeting, shall also be deemed to have consented to the meeting being held at such place. 10.12 Chairman and Secretary The chairman of any meeting of shareholders shall be the president, or in his absence, a vice- president who is a shareholder. If no such officer is present within fifteen minutes from the time for holding the meeting, the persons present and entitled to vote shall choose one of their number to be the chairman. If the secretary of the Corporation is absent, the chairman shall appoint some person, who need not be a shareholder, to act as secretary of the meeting. 10.13 Persons Entitled to be Present The only person entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors and auditors of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act or the articles or by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting. 10.14 Quorum Two persons present and holding or representing by proxy at least twenty-five per cent (25%) of the shares entitled to vote at the meeting shall be a quorum. If a quorum is present at the opening
WSLegal\036683\00100\9616779v3 of a meeting of shareholders, the shareholders present may proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the opening of any meeting of shareholders, the shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business. Notwithstanding the foregoing, if the Corporation has only one shareholder, or one shareholder holding a majority of the shares entitled to vote at the meeting, that shareholder present in person or by proxy constitutes a meeting and a quorum for such meeting. 10.15 Right to Vote The Corporation shall, no later than 10 days after the record date, prepare a list of shareholders arranged in alphabetical order and showing the number of shares held by each shareholder, and each shareholder shall be entitled to vote the shares shown thereon opposite the shareholder's name at the meeting to which such list relates, except to the extent that: (a) where the Corporation has fixed a record date in respect of such meeting, such person has transferred any of his shares after such record date or, where the Corporation has not fixed a record date in respect of such meeting, such person has transferred any of his shares after the date on which such list is prepared, and (b) the transferee, having produced properly endorsed certificates evidencing such shares or having otherwise established that he owns such shares, has demanded not later than ten days before the meeting that his name be included in such list. In any such excepted case, the transferee shall be entitled to vote the transferred shares at such meeting. If the Corporation is not required to prepare a list under Clause 10.09, subject to the provisions of the Act and this by-law as to proxies and representatives, at any meeting of shareholders, every person shall be entitled to vote at the meeting who at the time is entered in the securities register as the holder of one or more shares carrying the right to vote at such meeting. 10.16 Proxies and Representatives Every shareholder entitled to vote at a meeting of shareholders may appoint a proxy holder, or one or more alternate proxy holders, who need not be shareholders, to attend and act at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be in writing executed by the shareholder or his attorney and shall conform with the requirements of the Act. Alternatively, every such shareholder which is a body corporate or association may authorize by resolution of its directors or governing body an individual, who need not be a shareholder, to represent it at a meeting of shareholders and such individual may exercise on the shareholder's behalf all the powers it could exercise if it were an individual shareholder. The authority of such an individual shall be established by depositing with the Corporation a certified copy of such resolution, or in such other manner as may be satisfactory to the secretary of the Corporation or the chairman of the meeting.
WSLegal\036683\00100\9616779v3 10.17 Mandatory Solicitation of Proxies If the Corporation is a distributing corporation having fifteen or more shareholders entitled to vote at a meeting of shareholders, two or more joint shareholders being counted as one shareholder, and the management of the Corporation gives or intends to give a holder of its voting shares notice by a meeting, subject to the Act, the management shall, concurrently with or prior to giving of notice, send to each shareholder who is entitled to notice of meeting a form of proxy which shall as nearly as circumstances permit be in a form or to the effect of the following: "I, •, of •, being a shareholder in •, hereby appoint • of •, or failing him, • of •, as my proxy to vote for me and on my behalf of the annual (or extraordinary, as the case may be) meeting of the Corporation to be held on the • day of •, 200• and at every adjournment thereof and at every poll, which may take place in consequence thereof. As witness my hand this • day of •, 200•." 10.18 When Clause 10.17 applies, every form of proxy sent or delivered to a shareholder shall indicate in bold-face type whether or not the proxy is solicited by or, on behalf of management of the Corporation and shall provide a specifically designated space for dating and signing form of proxy. The form of proxy shall also indicate that the shareholder has a right to appoint a person or body corporate to represent him at the meeting other than the person or body corporate, if any, designated in the form of proxy and shall contain instructions as to the manner in which the shareholder may exercise the right, and a means for so doing. The form of proxy shall also provide a means for a shareholder to specify that his shares be voted for or against each matter identified therein, other than the appointment of an auditor and election of directors, a means for the shareholder to specify that his shares shall be voted or withheld from voting in respect of the appointment of an auditor or election of directors, and a statement that the shares represented by the proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot that may be called for and that, if the shareholder specifies a choice with respect to any matter to be acted on, the, shares shall be voted accordingly. A proxy may confer discretionary authority with respect to each matter identified in the notice of meetings, other than the appointment of an auditor and the election of directors, if the form of proxy states in bold-face type how the shares represented by the proxy will be voted in respect of each matter or group of related matters. 10.19 Validity of Proxy The decision of the chairman of any general meeting as to the validity of any instrument of proxy shall be final and conclusive. 10.20 Time for Deposit of Proxies The board may specify in a notice calling a meeting of shareholders a time, preceding the time of such meeting or an adjournment thereof by not more than forty eight hours exclusive of non- business days, before which proxies to be used at such meeting must be deposited. A proxy shall
WSLegal\036683\00100\9616779v3 be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice or, if no such time is specified in such notice, it has been received by the secretary of the Corporation or by the chairman of the meeting or any adjournment thereof prior to the time of voting. 10.21 Joint Shareholders If two or more persons hold shares jointly, any one of them present in person or represented at a meeting of shareholders may, in the absence of the other or others, vote the shares, but if two or more of those persons are present in person or represented and vote, they shall vote as one the shares jointly held by them. 10.22 Votes to Govern At any meeting of shareholders, every question shall, unless otherwise required by the articles or by-laws or by law, be determined by the majority of the votes cast on the question. In case of an equality of votes, either upon a show of hands or upon a pool, the chairman of the meeting shall be entitled to a second or casting vote. 10.23 Show of Hands Subject to the provisions of the Act, any question at a meeting of shareholders shall be decided by a show of hands unless a ballot thereon is required or demanded as hereinafter provided. Upon a show of hands, every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is so required or demanded, a declaration by the chairman of the meeting that he vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of, the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the shareholders upon the said question. 10.24 Ballots On any question proposed for consideration at a meeting of shareholders, any shareholder or proxy holder entitled to vote at the meeting may require or demand a ballot, either before or on the declaration of the result of any vote by show of hands. A ballot so required or demanded shall be taken in such manner as the chairman shall direct. A requirement or demand for a ballot may be withdrawn at anytime prior to the taking of the ballot. If a ballot is taken, each person present shall be entitled, in respect of the shares which he is entitled to vote at the meeting upon the question, to that number of votes provided by the Act or the articles, and the result of the ballot so taken shall be the decision of the shareholders upon the said question. 10.25 Admission or Rejection of a Vote In case of any dispute as to the admission or rejection of a vote, the chairman shall determine the same and such determination made in good faith shall be final and conclusive.
WSLegal\036683\00100\9616779v3 10.26 Adjournment If a meeting of the shareholders is adjourned by one or more adjournments for an aggregate of less than thirty days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the time of an adjournment. If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of thirty days or more, notice of the adjourned meeting shall be given as for an original meeting. 10.27 Only One Shareholder Where the Corporation has only one shareholder or only one holder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting. 10.28 Resolution Signed by all Shareholders A resolution signed in writing by all the shareholders entitled to vote on that resolution is as valid as if it had been passed at a meeting of shareholders. SECTION ELEVEN DIVISIONS AND DEPARTMENTS 11.01 Creation and Consolidation of Divisions The board may cause the business and operations of the Corporation or any part thereof to be divided or to be segregated into one or more divisions upon such basis, including without limitation, character or type of operation, geographical territory, product manufactured or service rendered, as the board may consider appropriate in each case. The board may also cause the business and operations of any such division to be further divided into sub-units to be consolidated upon such basis as the board may consider appropriate in each case. 11.02 Name of Division Subject to law, any division or its sub-units may be designated by such name as the board may from time to time determine and may transact business, enter into contracts, sign cheques and other documents of any kind and do all acts and things under such name. Any such contract, cheque or document shall be binding upon the Corporation as if it has been entered into or signed in the name of the Corporation. 11.03 Officers of Divisions From time to time the board or, if authorized by the board, the chief executive officer may appoint one or more officers for any division, prescribe their powers and duties and settle their terms of employment and remuneration. The board or, if authorized by the board, the chief executive officer may remove at its or his pleasure any officer so appointed without prejudice to such officer's rights under any employment contract. Officers of divisions or their sub-units shall not, as such, be officers of the Corporation.
WSLegal\036683\00100\9616779v3 SECTION TWELVE INFORMATION AVAILABLE TO SHAREHOLDERS 12.01 Except as provided by the Act, or other bodies having jurisdiction, no shareholder shall be entitled to discovery of any information respecting any details or conduct of the Corporation's business which in the opinion of the directors would be expedient in the interests of the Corporation to communicate to the public. 12.02 The directors may from time to time, subject to the rights conferred by the Act, determine whether and to what extent and at what time and place and under what circumstances or regulations the documents, books and registers and accounting records of the Corporation or any of them shall be open to inspection or shareholders and no shareholder shall have any right to inspect any document or book or register or accounting records of the Corporation except as conferred by statute or authorized by the board of directors or by a resolution of the shareholders. SECTION THIRTEEN NOTICES 13.01 Method of Giving Notices Any notice or document required by the Act, the articles or the by-laws to be sent to any shareholder or director of the Corporation may be delivered personally to or sent by mail addressed to: (a) the shareholder at the shareholder's latest address as shown in the records of the Corporation or its transfer agent; and (b) the director at the director's latest address as shown in the records of the Corporation or in the last notice filed under section 106 or 113 of the Act. Subject to subsection (2) of section 134 of the Act, a notice or document sent by mail as contemplated by this Clause 13.01 to a shareholder or director of the Corporation shall be deemed to have been received by the shareholder or director (as the case may be) at the time it would be delivered in the ordinary course of mail, unless there are reasonable grounds for believing that the shareholder or director (as the case may be) did not receive the notice or document at that time or at all. A notice or document required to be sent or delivered as noted above in this Clause 13.01 or pursuant to section 256 or section 257 of the Act may be sent by electronic means in accordance with the provisions of the Electronic Transactions Act (Alberta) or as otherwise permitted by applicable laws including, without limitation, common law, statutes, rules, regulations, official directives, published guidelines, standards, codes of practice (regardless of whether such guidelines, standards and codes of practice have been promulgated by statute or regulation) and orders of and the terms of all judgments, orders and decrees, whether foreign or domestic, issued by any governmental authority.
WSLegal\036683\00100\9616779v3 13.02 Notice to Joint Shareholders If two or more persons are registered as joint holders of any share, any notice shall be addressed to all of such joint holders but notice to one of such persons shall be sufficient notice to all of them. 13.03 Computation of Time In computing the date when notice must be given under any provision requiring a specified number of days' notice of any meeting or other event, the date of giving notice shall be excluded and the date of the meeting or other event shall be included. 13.04 Undelivered Notice If notices given to a shareholder pursuant to Clause 13.01 are returned on two consecutive occasions because he cannot be found, the Corporation shall not be required to give any further notices to such shareholder until he informs the Corporation in writing of his new address. 13.05 Omissions and Errors The accidental omission to give any notice to any shareholder, director, officer, auditor or member of a committee of the board of the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon. 13.06 Persons Entitled by Death or Operation of Law Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever shall become entitled to any share, shall be bound by every notice in respect of such share which shall have been duly given to the shareholder from whom he derives his title to such share prior to his name and address being entered on the securities register (whether such notice was given before or after the happening of the event upon which he became so entitled) and prior to his furnishing to the Corporation the proof of authority or evidence of his entitlement prescribed by the Act. 13.07 Waiver of Notice Any shareholder (or his duly appointed proxy holder), director, officer, auditor or member of a committee of the board may at any time waive any notice, or waive or abridge the time for any notice, required to be given to him under any provision of the Act, the regulations thereunder, the articles, the by-laws or otherwise and such waiver or abridgment shall cure any default ion the giving or in the time of such notice, as the case may be. Any such waiver or abridgment shall be in writing except a waiver of notice of a meeting of shareholders or of the board which may be given in any manner.
WSLegal\036683\00100\9616779v3 MADE by the board the 22nd day of March, 1995 with amendments made by the board the 25th day of October, 2013 and 4th day of June, 2021. AMENDMENTS CONFIRMED by the shareholders in accordance with the Act: (i) the 24th day of April, 2014; (ii) the 22nd day of March, 1995, and (iii) the 7th day of July, 2005.
Exhibit 5.1
August 15, 2025
Westport Fuel Systems Inc. 1691 West 75th Avenue Vancouver, BC V6P 6P2 | |||||
Re: Westport Fuel Systems Inc. – Registration Statement on Form F-3
We have acted as Alberta counsel to Westport Fuel Systems Inc. (the "Corporation") in connection with the preparation of a Registration Statement on Form F-3 (the "Registration Statement") under the United States Securities Act of 1933, as amended (the "Act") and a base shelf prospectus under applicable Canadian securities legislation (the "Base Shelf Prospectus"), relating to the potential issuance and sale by the Corporation of up to an aggregate of US$100,000,000 of securities of the Corporation pursuant to one or more prospectus supplements (each, a "Prospectus Supplement") to the Registration Statement and Base Shelf Prospectus to be filed by the Corporation from time to time.
The Securities of the Corporation which may be offered under the Registration Statement and Base Shelf Prospectus include the following:
•common shares ("Common Shares"),
•preferred shares ("Preferred Shares", together with the Common Shares, the "Equity Securities"),
•subscription receipts convertible into Equity Securities, Debt Securities, Warrants or Units (each as subsequently defined) ("Subscription Receipts"),
•warrants to purchase Common Shares ("Warrants"),
•bonds, debentures, notes or other evidences of indebtedness of any kind, nature or description (collectively, "Debt Securities"), or
•units comprised of one or more of the other securities described above in any combination, ("Units" and, together with the Equity Securities, Subscription Receipts, Debt Securities and Warrants, the "Securities").
We have considered such questions of law as we considered necessary as a basis for our opinion, including the Registration Statement, Base Shelf Prospectus and resolutions of the board of directors of the Corporation approving the filing of the Registration Statement and Base Shelf Prospectus and the issuance of the Securities. In all such examinations, we have assumed: (i) the genuineness of all signatures, the legal capacity of all individuals signing any documents, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to
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us as copies, whether facsimile, photostatic, electronic, certified or otherwise; and (ii) the truthfulness of all facts set forth in the public records and in certificates of public officials.
We have also assumed that in connection with any Securities issued under the Registration Statement or Base Shelf Prospectus: (i) all required filings relating to, and any approvals for, the Registration Statement, Base Shelf Prospectus, any Prospectus Supplement or any related document, has been made and received prior to the issuance of any such Securities; and (ii) any applicable agreement, including any warrant indenture, debt indenture, subscription receipt indenture, unit agreements, underwriting agreement or similar document (collectively, the "Applicable Agreements"), has been, or will be prior to the time of the issuance of the applicable Security, duly authorized, executed and delivered by the Corporation and any other party thereto and is enforceable against each such party thereto, and neither the execution and delivery of any such document by any party thereto nor the performance by any party of its obligations thereunder do, or will, violate or conflict with any applicable laws or the constating documents of such party or an requirement or restriction imposed by an court or government body having jurisdiction over such party. We have assumed that any Applicable Agreement entered into will be governed by and in conformity with the laws of the Province of Alberta.
Our opinion herein is limited to the laws of the Province of Alberta and the federal laws of Canada applicable therein now in effect (the "Applicable Law").
Based on and subject to the foregoing assumptions and qualifications we are of the opinion that:
1.With respect to the issuance of any Equity Securities, including without limitation Equity Securities issuable upon conversion or exercise of any other Securities that are convertible or exercisable into Equity Securities, which may be offered pursuant to the Registration Statement and Base Shelf Prospectus, when: (a) the issuance and sale of the Equity Securities has been duly authorized by all necessary corporate action in conformity with the Corporation's constating documents (the "Constating Documents") (as then in effect), and the Business Corporations Act (Alberta) (the "ABCA") (as then in effect), and does not violate any Applicable Law or result in a default under or breach of any agreement or instrument binding upon the Corporation and complies with any requirement or restriction imposed by any court or governmental body of Canada or Alberta having jurisdiction over the Corporation; (b) the full consideration, determined to be adequate by the Corporation's board of directors, which is at least equal to the issue price of the Equity Securities, has been received by the Corporation; and (c) if certificated, the certificates representing the Equity Securities have been duly executed and delivered by the authorized signatories of the Corporation to the purchasers thereof against payment of the agreed-upon consideration therefor in the manner contemplated in the Registration Statement, Base Shelf Prospectus or any Prospectus Supplement relating thereto, the Equity Securities will be validly issued, fully paid, and non-assessable.
2.With respect to any Subscription Receipts which may be offered pursuant to the Registration Statement and Base Shelf Prospectus, when: (a) the terms, issuance, and sale of the Subscription Receipts, including the authorization of the issuance and reservation (if applicable) of the Securities to be issued upon conversion of the Subscription Receipts, and the Applicable Agreement relating to the Subscription Receipts and the Corporation's execution and delivery of such Applicable Agreement and the performance of its obligations thereunder, have been duly authorized by all necessary corporate action in conformity with the Constating Documents (as then in effect), and the ABCA (as then in effect), and do not violate any Applicable Law or result in a default under or breach of any agreement or instrument binding upon the Corporation and comply with any requirement or restriction imposed by any court or governmental body of Canada or Alberta having jurisdiction over the Corporation; (b) the full consideration, determined to be adequate by the Corporation's board of directors, for the Subscription Receipts has been received by the Corporation; and (c) the Applicable Agreement relating to the Subscription Receipts and, if certificated, the Subscription Receipts have been duly executed, countersigned,
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issued, and delivered by the authorized signatories of the Corporation in accordance with the Applicable Agreement relating to the Subscription Receipts to the purchasers thereof against payment of the agreed-upon consideration therefor in the manner contemplated in the Applicable Agreement, Registration Statement, Base Shelf Prospectus or any Prospectus Supplement relating thereto, the Subscription Receipts will be validly authorized, created and issued and the Subscription Receipts issued pursuant to the Applicable Agreement relating to the Subscription Receipts will be valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their terms, except to the extent that enforcement thereof may be limited by: (i) bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, winding-up, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights generally; (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity); (iii) applicable laws regarding limitations of actions; (iv) the power of the courts to stay proceedings before it and to stay the execution of judgments; (v) public policy considerations which may limit the rights of the parties to obtain further remedies; (vi) limitations that may be imposed by law on the effectiveness of terms exculpating a party from a liability; (vii) Canadian courts will not give a monetary judgment in any currency other than that of Canada and such judgment may be based on a rate of exchange in existence on a day other than the date of payment of such judgment, and (viii) under the Judgment Interest Act (Alberta) (the "Judgment Interest Act"), interest after judgment may be limited to a rate that is lower than the rate provided for contractually.
3.With respect to any Warrants which may be offered pursuant to the Registration Statement and Base Shelf Prospectus, when: (a) the terms, issuance, and sale of the Warrants, including the authorization of the issuance and reservation (if applicable) of the Common Shares or Debt Securities to be issued upon exercise of the Warrants, and the Applicable Agreement relating to the Warrants and the Corporation's execution and delivery of such Applicable Agreement and the performance of its obligations thereunder, have been duly authorized by all necessary corporate action in conformity with the Constating Documents (as then in effect), and the ABCA (as then in effect), and do not violate any Applicable Law or result in a default under or breach of any agreement or instrument binding upon the Corporation and comply with any requirement or restriction imposed by any court or governmental body of Canada or Alberta having jurisdiction over the Corporation; (b) the full consideration, determined to be adequate by the Corporation's board of directors, for the Warrants has been received by the Corporation; and (c) the Applicable Agreement relating to the Warrants and, if certificated, the Warrants have been duly executed, countersigned, issued, and delivered by the authorized signatories of the Corporation in accordance with the Applicable Agreement relating to the Warrants to the purchasers thereof against payment of the agreed-upon consideration therefor in the manner contemplated in the Applicable Agreement, Registration Statement, Base Shelf Prospectus or any Prospectus Supplement relating thereto, the Warrants will be validly authorized, created and issued and the Warrants issued pursuant to the Applicable Agreement relating to the Warrants will be valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their terms, except to the extent that enforcement thereof may be limited by: (i) bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, winding-up, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights generally; (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity); (iii) applicable laws regarding limitations of actions; (iv) the power of the courts to stay proceedings before it and to stay the execution of judgments; (v) public policy considerations which may limit the rights of the parties to obtain further remedies; (vi) limitations that may be imposed by law on the effectiveness of terms exculpating a party from a liability; (vii) Canadian courts will not give a monetary judgment in any currency other than that of Canada and such judgment may be based on a rate of exchange in existence on a day other than the date of payment of such judgment, and (viii) under the Judgment Interest Act, interest after judgment may be limited to a rate that is lower than the rate provided for contractually.
4.With respect to any Debt Securities which may be offered pursuant to the Registration Statement and Base Shelf Prospectus, when: (a) the terms, issuance, and sale of the Debt Securities, and the Applicable Agreement relating to the Debt Securities and the Corporation's execution and delivery of such Applicable Agreement and the performance of its obligations thereunder, have
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been duly authorized by all necessary corporate action in conformity with the Constating Documents (as then in effect), and the ABCA (as then in effect), and do not violate any Applicable Law or result in a default under or breach of any agreement or instrument binding upon the Corporation and complies with any requirement or restriction imposed by any court or governmental body of Canada or Alberta having jurisdiction over the Corporation; (b) the full consideration, determined to be adequate by the Corporation's board of directors, for the Debt Securities has been received by the Corporation; and (c) the Applicable Agreement relating to the Debt Securities and, if certificated, the Debt Securities have been duly executed, countersigned, issued, and delivered by the authorized signatories of the Corporation in accordance with the Applicable Agreement relating to the Debt Securities to the purchasers thereof against payment of the agreed-upon consideration therefor in the manner contemplated in such Applicable Agreement, Registration Statement, Base Shelf Prospectus or any Prospectus Supplement relating thereto, the Debt Securities will be validly authorized, created and issued and the Debt Securities issued pursuant to the Applicable Agreement relating to the Debt Securities will be valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their terms, except to the extent that enforcement thereof may be limited by: (i) bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, winding-up, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights generally; (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity); (iii) applicable laws regarding limitations of actions; (iv) the power of the courts to stay proceedings before it and to stay the execution of judgments; (v) public policy considerations which may limit the rights of the parties to obtain further remedies; (vi) limitations that may be imposed by law on the effectiveness of terms exculpating a party from a liability; (vii) Canadian courts will not give a monetary judgment in any currency other than that of Canada and such judgment may be based on a rate of exchange in existence on a day other than the date of payment of such judgment, and (viii) under the Judgment Interest Act, interest after judgment may be limited to a rate that is lower than the rate provided for contractually.
5.With respect to any Units which may be offered pursuant to the Registration Statement and Base Shelf Prospectus, when: (a) the terms and sale of the Units and the issuance of the Securities comprising the Units, including the authorization of the issuance and reservation (if applicable) of the Securities to be issued upon conversion of the Units, and the Applicable Agreement relating to the Units, if any, and the Corporation's execution and delivery of such Applicable Agreement, if any, and the performance of its obligations thereunder, have been duly authorized by all necessary corporate action in conformity with the Constating Documents (as then in effect), and the ABCA (as then in effect), and do not violate any Applicable Law or result in a default under or breach of any agreement or instrument binding upon the Corporation and comply with any requirement or restriction imposed by any court or governmental body of Canada or Alberta having jurisdiction over the Corporation; (b) the full consideration, determined to be adequate by the Corporation's board of directors, for the Units has been received by the Corporation; and (c) the Applicable Agreement relating to the Units, if any, and, if certificated, the Securities comprising the Units have been duly executed, countersigned, issued, and delivered by the authorized signatories of the Corporation in accordance with the Applicable Agreement relating to the Units, if any, to the purchasers thereof against payment of the agreed-upon consideration therefor in the manner contemplated in such Applicable Agreement, Registration Statement, Base Shelf Prospectus or any Prospectus Supplement relating thereto, the Securities comprising the Units will be validly authorized, created and issued and the Securities comprising the Units issued pursuant to the Applicable Agreement relating to the Units will be valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their terms, except to the extent that enforcement thereof may be limited by: (i) bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, winding-up, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights generally; (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity); (iii) applicable laws regarding limitations of actions; (iv) the power of the courts to stay proceedings before it and to stay the execution of judgments; (v) public policy considerations which may limit the rights of the parties to obtain further remedies; (vi) limitations that may be imposed by law on the effectiveness of terms exculpating a party from a liability; (vii) Canadian courts will not give a monetary judgment in any currency other than that of Canada and such judgment may be based
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on a rate of exchange in existence on a day other than the date of payment of such judgment, and (viii) under the Judgment Interest Act, interest after judgment may be limited to a rate that is lower than the rate provided for contractually.
We hereby consent to the use of our name in, and the filing of this opinion as an exhibit to, the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under the Securities Act or the rules and regulations promulgated thereunder. The opinions expressed herein are given as at the date hereof and are based upon, and subject to, legislation and regulations in effect as of the date hereof. We hereby further consent to Latham & Watkins LLP, as United States counsel to the Corporation, relying on this opinion in connection with the delivery of their opinion with respect to the Securities which may be offered under the Registration Statement. We specifically disclaim any obligation, and make no undertaking to supplement our opinions herein, as changes in the law occur and facts come to our attention that could affect such opinions, or otherwise advise any person of any change in law or fact which may come to our attention after the date hereof.
Yours truly,
BENNETT JONES LLP
/s/ Bennett Jones LLP
Exhibit 5.2
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Los Angeles, California 90067
Tel: +1.424.653.5500 Fax: +1.424.653.5501
www.lw.com
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August 15, 2025
Westport Fuel Systems Inc.
1691 West 75th Avenue,
Vancouver, British Columbia, V6P 6P2
Re: Registration Statement on Form F-3
To the addressees set forth above:
We have acted as special counsel to Westport Fuel Systems Inc., a corporation organized under the laws of Alberta, Canada (the “Company”), in connection with its filing on the date hereof with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form F-3 (as amended, the “Registration Statement”), including a base prospectus (the “Base Prospectus”), which provides that it will be supplemented by one or more prospectus supplements (each such prospectus supplement, together with the Base Prospectus, a “Prospectus”), under the Securities Act of 1933, as amended (the “Act”), relating to the registration for issue and sale by the Company of up to $100,000,000 aggregate amount of one or more of the following securities of the Company: (i) shares of the Company’s common shares, no par value per share (“Common Shares”), (ii) preferred shares (the “Preferred Shares”), (iii) subscription receipts (the “Subscription Receipts”), (iv) warrants to purchase Common Shares (“Warrants”), (v) one or more series of the Company’s debt securities (collectively, “Debt Securities”) to be issued under an indenture to be entered into between the Company, as issuer, and a trustee (a form of which is included as Exhibit 4.5 to the Registration Statement) and one or more board resolutions, supplements thereto or officer’s certificates thereunder (such indenture, together with the applicable board resolution, supplement or officer’s certificate pertaining to the applicable series of Debt Securities, the “Applicable Indenture”) and (iv) units comprised of any of the foregoing securities (“Units”). The Common Shares, Preferred Shares, Subscription Receipts, Warrants, Debt Securities and Units, plus any additional Common Shares, Preferred Shares, Subscription Receipts, Warrants, Debt Securities and Units that may be registered pursuant to any subsequent registration statement that the Company may hereafter file with the Commission pursuant to Rule 462(b) under the Act in connection with the offering by the Company contemplated by the Registration Statement, are referred to herein collectively as the “Securities.”
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to
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the contents of the Registration Statement or related applicable Prospectus, other than as expressly stated herein with respect to the issue of the Debt Securities, Warrants and Units.
As such counsel, we have examined such matters of fact and questions of law as `we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of New York, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state. Various issues pertaining to Alberta law are addressed in the opinion of Bennett Jones LLP filed as an exhibit to the Registration Statement. We express no opinion with respect to those matters herein, and to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with your consent, assumed such elements.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:
1. When the applicable warrant agreement has been duly authorized, executed and delivered by all necessary corporate action of the Company, and when the specific terms of a particular issuance of Warrants have been duly established in accordance with the terms of the applicable warrant agreement and authorized by all necessary corporate action of the Company, and such Warrants have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of the applicable warrant agreement and in the manner contemplated by the applicable Prospectus and by such corporate action (assuming the securities issuable upon exercise of such Warrants have been duly authorized and reserved for issuance by all necessary corporate action), such Warrants will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
2. When the Applicable Indenture has been duly authorized, executed and delivered by all necessary corporate action of the Company, and when the specific terms of a particular series of Debt Securities have been duly established in accordance with the terms of the Applicable Indenture and authorized by all necessary corporate action of the Company, and such Debt Securities have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of the Applicable Indenture and in the manner contemplated by the applicable Prospectus and by such corporate action, such Debt Securities will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
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3. When the applicable unit agreement has been duly authorized, executed and delivered by all necessary corporate action of the Company, and when the specific terms of a particular issuance of Units have been duly authorized in accordance with the terms of the applicable unit agreement and authorized by all necessary corporate action of the Company, and such Units have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of the applicable unit agreement and in the manner contemplated by the applicable Prospectus and by such corporate action (assuming the securities issuable upon exercise of such Units have been duly authorized and reserved for issuance by all necessary corporate action), such Units will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
Our opinions are subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) (a) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), (b) concepts of materiality, reasonableness, good faith and fair dealing, and (c) the discretion of the court before which a proceeding is brought; and (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy. We express no opinion as to (a) any provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief, (c) waivers of rights or defenses, (d) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy, (e) any provision permitting, upon acceleration of any Debt Securities, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon, (f) the creation, validity, attachment, perfection, or priority of any lien or security interest, (g) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights, (h) waivers of broadly or vaguely stated rights, (i) provisions for exclusivity, election or cumulation of rights or remedies, (j) provisions authorizing or validating conclusive or discretionary determinations, (k) grants of setoff rights, (l) proxies, powers and trusts, (m) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property, (n) any provision to the extent it requires that a claim with respect to a security denominated in other than U.S. dollars (or a judgment in respect of such a claim) be converted into U.S. dollars at a rate of exchange at a particular date, to the extent applicable law otherwise provides, and (o) the severability, if invalid, of provisions to the foregoing effect.
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With your consent, we have assumed (a) that each of the Debt Securities, Warrants and Units and the applicable warrant agreements, and unit agreements governing such Securities (collectively, the “Documents”) will be governed by the internal laws of the State of New York, (b) that each of the Documents has been or will be duly authorized, executed and delivered by the parties thereto, (c) that each of the Documents constitutes or will constitute legally valid and binding obligations of the parties thereto other than the Company, enforceable against each of them in accordance with their respective terms, and (d) that the status of each of the Documents as legally valid and binding obligations of the parties will not be affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or to make required registrations, declarations or filings with, governmental authorities.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” We further consent to the incorporation by reference of this letter and consent into any registration statement or post-effective amendment to the Registration Statement filed pursuant to Rule 462(b) under the Act with respect to the Securities. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Sincerely,
/s/ Latham & Watkins LLP
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Westport Fuel Systems Inc.
We consent to the use of our reports dated March 31, 2025, with respect to the consolidated financial statements of Westport Fuel Systems Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ KPMG LLP
August 15, 2025
Vancouver, Canada