BOUCHERVILLE, QC, Sept. 23, 2013 /CNW Telbec/ - Noveko International
Inc. (the "Corporation") wishes to inform its shareholders that it will
be unable to file with the applicable Canadian Securities
Administrators (the "CSA"), within the prescribed delay, being at the
latest on September 27, 2013, its audited financial statements for the
year ended June 30, 2013 and its annual MD&A in accordance with National Instrument 51-102 - Continuous Disclosure Obligations (and corresponding Règlement 51-102) (collectively the "Annual Documents"). According to the Code of ethics of chartered professional accountants, our auditors cannot express an independent opinion on our annual
financial statements since we have not been able to pay them their fees
for their audit of our financial statements for the year ended
June 30, 2012. Taking into account our current financial situation, the
Corporation will be in a position to pay such fees, only if our
anticipated $10 million financing is completed or that the Corporation
benefits from significant additional funding emanating from the other
previously undertaken initiatives described below.
Since the Corporation is unable to file its Annual Documents within the
prescribed delay, it is very likely that the applicable CSA will issue
a cease trading order in connection with the Corporation's securities
until it will have complied with its continuous disclosure
requirements. Since our Class A Shares are no longer traded on an
Exchange, the Corporation does not comply with the conditions necessary
for the issue of a cease trading order restricted to management and
insiders only. We are sorry for any inconvenience this might cause to
our shareholders and are using our best efforts to rectify this impasse
as soon as possible.
In connection with the process required for the listing of our Class A
Shares on another Exchange as mentioned in our August 16, 2013 press
release, it has been suspended and a formal listing application will
only be filed when our Annual Documents will have been filed with the
applicable CSA. This will likely occur once our anticipated $10 million
financing has been completed.
In connection with the anticipated $10 million financing, the investor
has reiterated to the Corporation his commitment to invest, by way of
convertible debentures, an amount of $10 million, directly or by the
payment of some of the Corporation's debts, including the amounts due
to Third Eye Capital Corporation ("TEC"). Closing of such financing was
delayed several times because the investor's funds come from the
closing of various financial transactions to be realized in foreign
countries. The investor is confident that these foreign transactions
will be completed before the end of September 2013. Taking into account
the necessary delay to complete our own financing, the Corporation
expects that closing can be completed by mid-October 2013. As in any
other transaction, no guarantee can be provided by the Corporation that
this anticipated financing will be completed or when.
We are pursuing other initiatives already begun to focus our activities
in the air filtration sector and to improve our financial situation. To
that end, we have retained the services of consultants to help us
target purchasers for the sale of our subsidiaries ECM and Noveko Inc.
or of their assets (excluding, for the latter, its patents) as well as
to find investors or strategic partners for Epurair. Discussions and
negotiations with interested parties are already underway. No guarantee
can be however provided that such endeavours will be successful or when
they can be completed.
The Corporation does not comply with the agreements governing the credit
facility granted by, and the convertible debentures issued to TEC on
September 28, 2011. Consequently, TEC could demand the immediate
payment of all amounts due under these agreements and exercise all
hypothecary recourses provided to them. That said, TEC is currently
providing us conditional financial support to address occasional
shortfalls between our cash inflows and cash outflows that are critical
to maintaining our manufacturing activities. TEC has, however, no
obligation to provide such financial support and may terminate it at
any time.
Profile of the Corporation
The Corporation specializes in the air filtration segment by providing
its clientele with innovative and eco-energetic filtration solutions.
As such, through its subsidiaries, the Corporation designs, develops,
manufactures and markets air filters incorporating its patented air
filtration technologies, which filters are cleanable and recyclable,
and have a much longer life span than conventional air filters. These
filters are used in farm buildings, in institutional, commercial,
industrial and residential buildings, and in the ground and aeronautics
transport industry.
Through distributors, the Corporation furthermore continues to
commercialize antimicrobial masks and respirators, hands sanitizers and
ultrasound scanners for use in human and veterinary medicine.
Certain statements set forth in this press release constitute
forward-looking statements. In some cases, these statements are
identified by the use of terms such as "may", "could", "might",
"intend", "should", "expect", "project", "plan", "believe", "estimate"
or other comparable variants. These statements are based on the
information available at the time they are written, on assumptions made
by management and on the expectations of management, acting in good
faith, regarding future events, including those relating to economic
conditions, fluctuations in exchange rates and operating expenses, and
the absence of unusual events entailing supplementary expenditures.
Although management considers these assumptions and expectations
reasonable based on the information available at the time they are
written, they could prove inaccurate. Forward-looking statements are
also subject, by their very nature, to known and unknown risks and
uncertainties such as those related to the industry, acquisitions,
labor relations, credit, key officers, supply and product liability.
The actual results of Noveko International Inc. could differ materially
from those indicated or underlying these forward-looking statements.
The reader is therefore recommended not to unduly rely on these
forward-looking statements. Forward-looking statements do not reflect
the potential impact of special items, any business combination or any
other transaction that may be announced or occur subsequent to the date
hereof. Unless otherwise required under securities laws, the
Corporation does not intend and undertakes no obligation to update or
revise the forward-looking statements.
SOURCE NOVEKO INTERNATIONAL INC.
