CALGARY, AB and TORONTO, May 2, 2023 /CNW/ - Magnetic North Acquisition Corp. (TSXV: MNC) (TSX: MNC.PR.A) ("Magnetic North" or the "Company") announces, further to its news release dated April 24, 2023, that it has not met the filing date for filing of the following continuous disclosure documents (collectively, the "Annual Filings"):
- the Company's Annual Audited Financial Statements for the year ended December 31, 2022, as required by section 4.2 of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102");
- the Company's Management Discussion & Analysis for the year ended December 31, 2022, as required by section 5.1(2) of NI 51-102; and
- the Company's CEO and CFO certifications of annual filings relating to the Annual Financial Statements, as required by National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings.
The delay is due to business and administrative disruption experienced by the Company in respect of its personnel, including the resignation of the Company's Chief Financial Officer and the appointment of a new Chief Financial Officer of the Company in late March, 2023.
Accordingly, the Company has applied to the Alberta Securities Commission for a Management Cease Trade Order that will prohibit the management of the Company from trading in the securities of the Company until such time as the Annual Filings are filed. No decision has yet been made by the Alberta Securities Commission on this application. The Alberta Securities Commission may grant the application and issue the Management Cease Trade Order or it may impose an issuer cease trade order if the Annual Filings are not filed in a timely fashion.
The Company continues to work to complete the Annual Filings and expects to file the Annual Filings by June 30, 2023, and will issue a news release once the Annual Filings have been filed. During the period of default and until filing of the Annual Filings, the Company intends to satisfy the provisions of the alternative information guidelines as required by National Policy 12-203 – Management Cease Trade Orders. The guidelines, among other things, require the Company to issue bi-weekly default status reports, in the form of news releases, for so long as the Annual Filings have not been filed.
Until the Company has filed the Annual Filings, members of the Company's management and other insiders are subject to an insider trading black-out policy as per its internal Insider Trading Policy that is consistent with the principles in Section 9 of National Policy 11-207 - Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The Company confirms that, other than as disclosed in prior press releases and material change reports, there have been no material business developments since the filing on November 29, 2022 of the Company's latest interim financial reports for the period ended September 30, 2022. There are no insolvency proceedings involving the Company.
About Magnetic North Acquisition Corp.
Magnetic North invests and manages businesses on behalf of its shareholders and believes that capital alone does not always lead to success. With offices in Calgary and Toronto, our experienced management team applies its considerable management, operations and capital markets expertise to ensure its investee companies are as successful as possible for shareholders. Magnetic North common shares and preferred shares trade on the TSX Venture Exchange under the stock symbol MNC and MNC.PR.A, respectively. The TSX Venture recently announced that Magnetic North is a "2021 TSX Venture 50" recipient. For more information about Magnetic North, visit its website at www.magneticnac.com. Magnetic North's securities filings can also be accessed at www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION
Certain statements in this news release are "forward-looking statements", which reflect current expectations of the management of Magnetic North regarding future events or Magnetic North's future performance. All statements other than statements of historical fact contained in this news release may be forward-looking statements. In particular, forward-looking information and statements herein include, but are not limited to, the filing of the Annual Filings, including the timing for the filing of the Annual Filings and the issuance of a Management Cease Trade Order in respect of the Company. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in the forward-looking statements. Magnetic North believes that the expectations reflected in such forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. The forward-looking statements are expressly qualified in their entirety by this cautionary statement. The forward-looking statements are made as of the date of this news release and Magnetic North assumes no obligation to update or revise them to reflect new events or circumstances, except as expressly required by applicable securities law. Further information regarding risks and uncertainties relating to Magnetic North and its securities can be found in the disclosure documents filed by Magnetic North with the securities regulatory authorities, available at www.sedar.com.
SOURCE Magnetic North Acquisition Corp.
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