TSX Venture Exchange
TORONTO, Sept. 21 /CNW/ - Sprylogics International Corp. ("Sprylogics" or the "Company") is providing this sixth bi-weekly default status report in accordance with National Policy 12-203 - Cease Trade Orders for Continuous Disclosure Defaults ("NP 12-203"). In its initial default announcement of May 28, 2009 (the "Default Notice"), the Company announced that it will not be filing its audited financial statements for its fiscal year ended January 31, 2009 (the "Annual Financial Statements") and its management's discussion and analysis relating to the Annual Financial Statements (collectively, the "Annual Required Filings") before the prescribed deadline of June 1, 2009.
As previously announced, the Company made an application to the applicable securities regulators under NP 12-203 requesting that a management cease trade order be imposed in respect of this late filing. On June 2, 2009, the Ontario Securities Commission issued a temporary management cease trade order, which imposed restrictions on all trading in and all acquisitions of the securities of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company for a period of 15 days from the date of such order. On June 15, 2009, the Ontario Securities Commission issued a permanent management cease trade order, which is still in effect.
The Company is pleased to announce that it has entered into a term sheet with a lender providing for the issuance by the Company of CAD$304,500 principal amount of senior secured convertible debenture (the "Debenture"). The Debenture will bear interest at 15% per annum, mature one year from closing and be convertible at any time prior to maturity into common shares of the Company at $0.035 per common share. The closing of this debenture financing, which is subject to the approval of the TSX Venture Exchange and the satisfactory completion of due diligence other customary conditions, is expected to occur on September 30, 2009. Provided this debenture financing is completed successfully, the Company will have sufficient working capital to engage the auditors to complete the Annual Financial Statements.
The Company previously announced that it anticipated that it would file the Annual Required Filings by August 31, 2009. However, since the Company has not secured financing within the timeframe originally contemplated, the Company now anticipates that it will file the Annual Required Filings by October 30, 2009.
As previously announced, as a result of the delay in filing the Annual Required Filings, the Company has been unable to file its interim quarterly financial statements for the three month period ended April 30, 2009 and its management discussion and analysis related thereto (collectively, the "Interim Required Filings"). The Corporation intends to file the Interim Required Filings along with the Annual Required Filings on October 30, 2009.
The Company reports that, since its fifth bi-weekly default status report dated August 7, 2009, it has failed to issue subsequent bi-weekly default status reports within the time-frame recommended under NP 12-203, and thus it is in breach of the provisions of the alternative information guidelines under NP 12-203. The Company confirms that it will henceforth satisfy the provisions of the alternative information guidelines under NP 12-203 by issuing bi-weekly default status reports in the form of news releases so long as it remains in default of the filing requirements set out above.
Other than the information set out above, the Company reports that since the Default Notice and the five subsequent bi-weekly default status reports ending with the default status report dated August 7, 2009 (collectively, the "Default Status Reports"): (i) there is no material change to the information set out in the Default Notice or the Default Status Reports that has not been generally disclosed; (ii) there has been no failure by the Company in fulfilling its stated intentions with respect to satisfying the provisions of the alternative information guidelines set out in NP 12-203; (iii) there has not been any other specified default by the Company under NP 12-203; and (iv) there is no other material information concerning the affairs of the Company that has not been generally disclosed.
About Sprylogics International Corp.
Sprylogics International Inc. develops advanced search, analysis, and compliance technology. These solutions provide case management tools to the Fortune 500. Additionally, Sprylogics' products search large amounts of unstructured data on the web, and in internal corporate databases, and convert it into more relevant searches for a variety of applications. The core technology driving Sprylogics' solutions is embedded in the Cluuz Search Engine platform. Cluuz search results are visually displayed through patent pending semantic cluster graphs and result in improved decision-making capabilities. Find out more at www.sprylogics.com, and www.cluuz.com.
Certain statements in this press release may constitute "forward-looking" statements which involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of Sprylogics International Corporation (the Company) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this press release, such statements use such words as "may," "will," "expect," "anticipate," "project," "believe," "plan" and other similar terminology. The risks and uncertainties are detailed from time to time in reports filed by the Company with securities regulatory authorities to which recipients of this press release are referred for additional information concerning the Company, its prospects and the risks and uncertainties relating to the Company and its prospects. New risk factors may arise from time to time and it is not possible for management to predict all of those risk factors or the extent to which any factor or combination of factors may cause actual results, performance and achievements of the Company to be materially different from those contained in forward-looking statements.
Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking information contained in this press release is current only as of the date of this press release. There should not be an expectation that such information will in all circumstances be updated, supplemented or revised whether as a result of new information, changing circumstances, future events or otherwise.
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that term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
SOURCE Sprylogics International Corp.
For further information: For further information: Sprylogics International Corp., Michael Frank, CEO, (416) 221-5119 or Michael@sprylogics.com