TORONTO, ONTARIO--(Marketwired - April 13, 2015) -MagIndustries Corp. (TSX:MAA) (the "Company" or "MagIndustries") announced today that it has been granted a management cease trade order (the "MCTO") by its principal regulator, the Ontario Securities Commission (the "OSC"). As previously announced on March 24, 2015, the application for the MCTO resulted from the Company's inability to file by March 31, 2015 annual financial statements, accompanying management's discussion and analysis and related CEO and CFO certifications for the financial year ended December 31, 2014 (collectively, the "2014 Annual Financial Statements").
The MCTO restricts all trading in securities of the Company, whether direct or indirect, by the Chief Executive Officer or the Chief Financial Officer of the Company, until such time as the 2014 Annual Financial Statements have been filed by the Company. The MCTO does not affect the ability of shareholders who are not insiders of the Company to trade their securities or the Company's ability to issue shares.
The Company's inability to timely file the 2014 Annual Financial Statements, resulted from (i) the need to determine the impact on the Company's 2014 Annual Financial Statements of findings from the ongoing previously announced investigation and the need for additional discussion between the Company and Ernst & Young LLP as to certain accounting matters to enable them to complete their procedures and render an audit opinion.
The Company, together with its advisors, has developed a timeline setting forth the steps necessary to allow the 2014 Annual Financial Statements to be filed. The timeline is subject to change but has adopted June 1, 2015 as the target date for filing.
The Company confirms that it will satisfy the provisions of the alternative information guidelines under National Policy 12-203 respecting Cease Trade Orders for Continuous Disclosure Defaults for so long as it remains in default as a result of the late filing of the 2014 Annual Financial Statements. During the period of default, MagIndustries will issue bi-weekly default status reports in the form of further press releases, which will also be filed on SEDAR. The Company confirms that there are no insolvency proceedings against it as of the date of this press release. The Company also confirms that there is no other material information concerning the affairs of the Company that has not been generally disclosed as of the date of this press release.
About MagIndustries Corp.
MagIndustries is a Canadian company whose common shares are listed on the Toronto Stock Exchange and trade in Canadian currency under the symbol "MAA". The Company has 755,942,674 common shares outstanding. MagIndustries is focused on the development of its potash assets in the Republic of Congo. More information on the Company is available on its website, www.magindustries.com.
Forward-Looking Information
Except for historical information, this press release contains forward-looking statements, which reflect the Company's current expectation regarding future events. These forward-looking statements involve risks and uncertainties, which may cause actual results to differ materially from those statements. Those risks and uncertainties include, but are not limited to, country policy and political risks, currency exchange risk, changing market conditions, force majeure events, and other risks detailed from time-to-time in the Company's ongoing filings. Specifically with respect to this press release, the Company and its advisors may encounter delays in the completion of the above mentioned investigation outside of its control and/or be unable to satisfy the Company's external auditors with respect to their requests to enable the auditors to complete their audit procedures such that the 2014 Annual Financial Statements can be filed on or before June 1, 2015. In the event that the investigation does not proceed as anticipated or there are other delays that prevent the Company from filing the 2014 Annual Financial Statements on or before June 1, 2015, the Company may become subject to a general cease trade order that would prevent any shareholders from trading the Company's securities. Furthermore there is no certainty that the investment referenced in the press releases of the Company dated February 9, 2015 and April 6, 2015 will be completed. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required under the Company's continuous disclosure obligations.