TORONTO, ONTARIO–(Marketwired – April 27, 2015) – MagIndustries Corp. (TSX:MAA) (the “Company” or “MagIndustries”) is providing this bi-weekly default status report in accordance with National Policy 12-203 respecting Cease Trade Orders for Continuous Disclosure Defaults (“NP 12-203″). On March 24, 2015, the Company announced (the “Default Announcement”) that the filing of the Company’s audited annual financial statements, related management’s discussion and analysis and accompanying CEO and CFO certifications for the financial year ended December 31, 2014 (collectively, the “Required Filings”) would not be completed by the prescribed period for the filing of such documents under Parts 4 and 5 of National Instrument 51-102 respecting Continuous Disclosure Obligations and pursuant to National Instrument 52-109 respecting Certification of Disclosure in Issuer’s Annual and Interim Filings, namely within 90 days of the year-end, being March 31, 2015.
As a result of this delay in the filing of the Required Filings, the Ontario Securities Commission (the “OSC”) granted a temporary management cease trade order (the “MCTO”) on April 13, 2014 against the Company’s Chief Executive Officer and Chief Financial Officer, as opposed to a general cease trade order against the Company. The MCTO prohibits all trading in securities of the Company, whether directly or indirectly, by the Company’s Chief Executive Officer and Chief Financial Officer. The MCTO does not affect the ability of other shareholders to trade their securities. However, the applicable Canadian securities regulatory authorities could determine, in their discretion, that it would be appropriate to issue a general cease trade order against the Company affecting all of the securities of the Company.
The Company’s Board of Directors and management confirm that they are working expeditiously to meet the Company’s obligations relating to the filing of the Required Filings no later than June 1, 2015.
Pursuant to the provisions of the alternative information guidelines specified in Section 4.4 of NP 12-203, the Company reports that since the Company’s press release dated April 13, 2015:
- The investigation announced January 29, 2015 is proceeding expeditiously. The duration and findings of the investigation may affect the nature of and prolong, beyond June 1, 2015, the duration of the work needed to complete our financial statement audit. The Company is communicating regularly with the auditors to facilitate the audit;
- There have been no failures by the Company to fulfill its stated intentions with respect to satisfying the provisions of the alternative reporting guidelines;
- There has not been, nor is there anticipated to be, any specified default subsequent to the default which is the subject of the Default Announcement; and
- There is no other material information respecting the Company’s affairs that has not been generally disclosed.
Until the Required Filings have been filed, the Company intends to continue to satisfy the provisions of the alternative information guidelines specified in Section 4.4 of NP 12-203 by issuing bi-weekly default status reports in the form of further press releases, which will also be filed on SEDAR. The Company expects to file, to the extent applicable, its next default status report on or about May 11, 2015.
Should the Company fail to file the Required Filings by June 1, 2015 or fail to provide bi-weekly status reports in accordance with NP 12-203, the OSC can impose a cease trade order on MagIndustries, such that all trading in securities of the Company cease for such period as the OSC may deem appropriate.