OTTAWA, Jan. 26 /CNW/ - Seprotech Systems Incorporated (TSX-V: SET;
"Seprotech" or the "Company") is issuing this press release as a
default status report in accordance with National Policy 12-203.
In its press release on December 17, 2010, (the "Default Notice"), the
Company announced that it would not be able to file its audited
financial statements for the year ended August 31, 2010 (the "Annual
Financial Statements") and its related MD&A and CEO and CFO
certificates (collectively, the "Annual Required Filings") by December
29, 2010 as required under securities laws.
By its further press release and related material change report issued
and filed on December 29, 2010 (the "First Default Status Report"), the
Company reported a material change relating to an overstatement of
revenues as reported in its financial statements for the quarters ended
November 30, 2009, February 28, 2010, May 31, 2010 and for the year
ended August 31, 2009, in an undetermined material amount.
The Company applied for, and on January 4, 2011 received from its
principal regulator, the Ontario Securities Commission (the "OSC") a
temporary Management Cease Trade Order (the "MCTO") under Part 4 of
National Policy 12-203. On January 17, 2011 the OSC issued a permanent
MCTO by virtue of which neither the CEO nor the CFO is permitted,
directly or indirectly, to trade in or acquire securities of the
Company until two full business days following the receipt by the OSC
of all the outstanding filings.
In its default status report of January 12, 2011 (the "Second Default
Status report") the Company also reported that it will not be able to
file its interim financial statements for the quarter ended November
30, 2010 and related MD&A and CEO and CFO certificates before the
prescribed date of January 31, 2011.
The following is an update of material changes to the information set
out in the Default Notice and the First and Second Default Status
As previously reported, on December 17, 2010 the Company notified a
significant customer (the "Significant Customer") of material billing
discrepancies under its contract with the Company. It was further
reported that the Significant Customer had agreed in principle that the
over-billing would be corrected through applying a credit on future
work under the contract and that it was anticipated that the credit
will be fully utilized by applying it to work currently committed. On
January 20, 2011 the Company provided a further detailed response to
specific questions from the Significant Customer, who has been
requested to confirm the Company's estimate of the amount of the
over-billing. Until the amount of the overbilling is confirmed by the
Significant Customer, and accepted by the Company's auditors, the
Company is not in a position to quantify or allocate the overbilling to
the appropriate historical fiscal quarters thereby enabling completion
of the audit of its Annual Financial Statements and subsequent filing
of its Annual Required Filings as well as its first quarter 2011
filings. This process is expected to further delay the filing of the
Annual Required Filings until February 28, 2011, and the first quarter
2011 filings to March 31, 2011.
The Company confirms that:
(i) 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;
(ii) there has not been any other anticipated or specified default by
the Company under NP 12- 203; and
(iii) there is no other material information concerning the affairs of
the Company that has not been generally disclosed.
The Company will continue to 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.
Seprotech is a provider of pre-engineered water and wastewater treatment
plants to the land development, resource sector and military market
place, including CrystalBlue™ membrane-based water recycling systems
and the ROTORDISK® wastewater treatment systems.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
The TSX Venture Exchange has neither approved nor disapproved of the
information contained herein. Some of the statements in this press
release, including those relating to the Company's strategies and other
statements that are predictive in nature, that depend upon or refer to
future events or conditions, or that include words such as "expects",
"anticipates", "intends", "plans", "believes", "estimates" or similar
expressions, are forward-looking statements within the meaning of
securities laws. Forward-looking statements include, without
limitation, the information concerning possible or assumed future
results of operations of the Company. These statements are not
historical facts but instead represent only the Company's expectations,
estimates and projections regarding future events. The Company does not
undertake any obligation to update or release any revisions to these
forward-looking statements to reflect events or circumstances after the
date of this presentation or to reflect the occurrence of unanticipated
events, except as required by law.
SOURCE Seprotech Systems Incorporated
For further information:
Mr. Matthew Anderson, Investor Relations
Tel: (613) 523-1641
Fax: (613) 731-0851