Form 144 Pre-Disclosure Analysis Framework for Westward Gold Inc.

Form 144 pre-disclosure is an important window into insiders’ intentions, but the strength of its signal and its investment significance need to be judged based on details. Based on verifiable information and industry common sense, I will provide an actionable reference framework and clarify which conclusions can only be drawn after obtaining the specific content of Form 144.

I. What is Form 144 and Why Should We Care (Basic Understanding)

• Purpose: A pre-disclosure notice required by the SEC for affiliates (directors, executives, shareholders with more than 10% ownership) to submit in advance when they intend to sell restricted securities in the public market (usually before the sale; generally required to be submitted before the sale, and reflects plans for the next three months). It is not a confirmation of transaction execution, but a pre-notice of “intended sale”; actual sale status needs to be verified against subsequent SEC Form 4 (Web search data: SEC/market education materials) [1].
• Why It Is More Sensitive for Small Gold Exploration Companies:
  1. Valuations are highly sensitive to project expectations, and insiders have information on project progress, financing arrangements, and resource volumes;
  2. Stock price volatility is high and liquidity is relatively poor; insiders’ buying/selling actions have a more significant impact on market sentiment and marginal supply/demand;
  3. Common financing/refinancing and milestone-driven stock price fluctuations; if insiders’ sales overlap with financing windows or project revaluation periods, it easily triggers over-interpretation by the market.

II. Known Facts About Westward Gold Inc. (Only Verifiable Information Cited)

• Listing and Tickers: CSE: WG; OTCQB: WGLIF (Company website investor information) [2].
• Projects: Flagship asset is the Toiyabe Gold Project (Nevada, USA, consisting of 165 unpatented mining claims) [2].
• Note: No detailed entries of the company’s specific Form 144 (amount, proportion, date, seller identity, etc.) have been directly retrieved from public channels so far. Therefore, it is impossible to make numerical judgments on the “current pre-disclosure” itself; only the methodology for “how to interpret after obtaining the specific Form 144” can be provided. The actionable checklist and judgment framework below are all premised on obtaining the specific Form 144.

III. How to Judge the “Investment Significance” After Obtaining the Specific Form 144 (Verification Checklist)

1. Scale and Proportion (Most Important)

• Calculation Indicators: Pre-disclosed sale quantity / total share capital (including and excluding restricted parts), proportion of sale to held shares, proportion to floating shares.
• Reference Thresholds (Industry Experience, Not Fixed Rules):
  • If the proportion to the affiliate’s held shares is high (e.g., >10%), or the proportion to floating shares is high (e.g., >3%—5%), the signal is relatively stronger;
  • If both the absolute quantity and proportion are extremely low, the market impact and information content are usually limited.

2. Seller Identity and Consistency

• Directors/Executives/Founders vs. Financial Investors/Early Employees;
• Whether multiple affiliates submit pre-disclosures synchronously (if multiple affiliates disclose集中ly, need to combine company fundamentals to judge whether it is a coordinated action or coincidence);
• Historical “buy/sell” records: If there are long-term periodic small sales for tax/living needs, the signal meaning is different from a one-time large-scale sale (need to compare with historical SEC Form 4 records).

3. “Coincidence Degree” Between Sale Window and Company Rhythm

• Pre-disclosure before project milestones (e.g., resource update, pre-feasibility study release) or near major financing windows easily triggers associations about “insiders’ judgment on project progress”;
• If the company has recently completed a private placement or has public market financing arrangements, affiliate sales may trigger concerns about dilution and governance;
• If there is no obvious overlap with performance/project disclosure windows, it is more likely due to personal financial/tax reasons.

4. Verification Against Subsequent Execution

• Compare whether subsequent SEC Form 4 is executed according to the pre-disclosed quantity/time window (some pre-disclosures may not be fully executed or may be delayed);
• Observe whether multiple rolling Form 144s appear (continuous pre-disclosure, rolling sales), which are usually more worthy of attention than a single pre-disclosure.

5. Liquidity and Transaction Friction

• Small-cap stocks have poor liquidity; large or concentrated sales have a more obvious impact on stock prices (need to compare with average daily trading volume and price spread);
• In markets with insufficient liquidity, pre-disclosure itself may amplify market sentiment fluctuations.

IV. “Reference Significance” and “Limitations” for Investment Decisions

• Reference Significance:

  1. As an early prompt of “informed intention”, when there is a lack of other company-level disclosures, it helps judge insiders’ views on the company’s short/medium-term prospects (need to combine project progress and financing arrangements);
  2. In the upward cycle of gold prices (2024—2025 gold prices hit records multiple times), if insiders of exploration companies still choose to pre-disclose sales, attention should be paid to whether it is “cashing out at high prices” or “driven by financial needs”, judged by combining personal transaction history and company rhythm;
  3. Can be used as an observation dimension for governance and interest consistency (if there are continuous large-scale sales at high prices without major positive news from the company, caution is needed).

• Limitations:

  1. Personal liquidity needs (tax, mortgage, family expenses, portfolio rebalancing) may dominate, not necessarily a judgment on the company’s fundamentals;
  2. Equity incentives for small exploration companies are often mostly restricted shares; concentrated sales after expiration/window opening are institutional phenomena;
  3. Form 144 is only a pre-notice; the final execution status and quantity are subject to SEC Form 4; pre-disclosure does not equal actual sale.

• Avoid Misinterpretation Principles:

  1. Do not use a single Form 144 as a basis for short/long positions; need to combine with fundamentals, project progress, financing plans, and market environment (macro drivers of gold prices);
  2. Increase attention weight for the combination of “high proportion + multiple insiders + financing window”; reduce weight for the combination of "low proportion + single personal financial reason + good company project progress.

V. Recommendations for Westward Gold Inc. Before Obtaining Specific Form 144 Content

• Since no verifiable specific Form 144 details have been retrieved so far, it is impossible to make judgments on the current pre-disclosure at the level of amount/proportion/time window.

• Priority Recommendations:

  1. Retrieve the latest Form 144 and Form 4 of the company and key affiliates from EDGAR or SEDAR+ to verify pre-disclosed quantity, proportion, time window, and subsequent execution;
  2. Review the company’s recent announcements (financing, private placement, project updates) and official investor materials to assess whether insiders’ actions significantly coincide with the company’s rhythm;
  3. Conduct an independent assessment of the company’s fundamentals (project resource volume, exploration cost, capital runway, governance structure) and gold price environment; avoid replacing comprehensive judgment with a single signal.

• Once the specific Form 144 is obtained (e.g., an executive intends to sell X ten thousand shares, accounting for Y% of their holdings, Z% of floating shares, to be executed in a certain time window), it is recommended to conduct quantitative and qualitative reviews according to the above checklist, and pay attention to whether the company has synchronous explanations or supplementary disclosures (such as financing plan/tax arrangement explanations).

VI. Actionable “Implementation Steps”

1. Data Acquisition: Retrieve Form 144 and Form 4 of the past year by code/company name from SEC EDGAR and SEDAR+.
2. Quantitative Tabulation: List the sale quantity, proportion (relative to held shares and floating shares), time window, seller identity, and historical trading records for each pre-disclosure.
3. Compare with Company Calendar: Compare with the timeline of major financing and project milestones (resource updates, technical reports, financing announcements).
4. Combine Market and Liquidity: Combine average daily trading volume/price spread and gold price environment to assess potential impact on stock prices.
5. Risk Hedging and Reassessment: For scenarios where high proportion, multiple insiders, and financing windows overlap, appropriately increase position or hedging costs; for scenarios driven by low proportion and personal finance, include but do not exaggerate the weight.

Conclusion (Summary Based on Known Facts and Methodology)

• This discussion has confirmed that Westward Gold is a small exploration company listed on CSE/OTCQB, with the Toiyabe Project as its flagship asset [2]; no verifiable specific Form 144 entries have been retrieved from public channels so far, so it is impossible to make numerical judgments on the "current pre-disclosure.
• Methodologically, Form 144, as an early prompt of “informed intention”, needs to be comprehensively evaluated in combination with sale scale, affiliate identity, historical behavior, company rhythm, and liquidity.
• For small gold exploration companies, the value of insiders’ pre-disclosure lies in being a link in the observation of governance and interest consistency, rather than a single decision-making basis. After obtaining the specific Form 144, quantitative and qualitative reviews can be conducted according to the above checklist, and positions/hedges can be adjusted or existing strategies maintained accordingly.

References
[1] SEC and Market Education Materials: Form 144 is a pre-notice of intention to sell restricted securities, usually required to be submitted before the sale; actual sale status is subject to subsequent SEC Form 4 (EDGAR public guidelines).
[2] Westward Gold Company Website Investor Information Page: Discloses listing information (CSE: WG, OTCQB: WGLIF) and overview of the Toiyabe Project (Nevada, USA, consisting of 165 unpatented mining claims).