PUSLINCH, ON, Feb. 10 /CNW/ - Forterra Environmental Corp. (TSX-V:
FTE-V), an emerging leader in the production and sale of premium organic
soil-enrichment products based on worm castings, today issued the following
statement at the request of the TSX Venture Exchange (TSXV).
Forterra Environmental has been informed by the TSXV that it has
concluded a review of the company's affairs and as a result of the review, the
TSXV has identified that from June 14, 2007 to June 25, 2008 nine of 22 news
releases issued by Forterra failed to comply with the following Exchange
1. Appendix 3E of the Corporate Finance Manual which states that news
a. "provide sufficient information to allow an investor to place
the statements made by the company into full context",
b. not contain relative and subjective terms.
2. Section 6.1 of Exchange Policy 3.3 on "Timely Disclosure", which
states that "...news releases must contain sufficient detail to
enable investors to make informed investment decisions."
The TSXV is not requiring that the company issue clarifying disclosure to
address each individual deficiency in the nine news releases identified as it
feels that Forterra's subsequent public disclosure has addressed these
The TSXV has indicated to Forterra that these repeated contraventions of
Exchange Requirements raised serious concerns regarding the adequacy of the
company's internal control procedures regarding news release disclosure. As a
result of its concerns, the TSXV required that the company establish a
Disclosure Committee and submit a written Disclosure Policy acceptable to the
Exchange. Forterra has complied with these requirements.
Forterra's Disclosure Committee consists of Donald Green, Chairman of the
Board and Chief Executive Officer; Richard Denyes, President and Chief
Operating Officer; David Woolford, Director and a Partner of Cassel Brock and
Blackwell LLP; John Gamble, Director and Chair of the Audit Committee, and a
consultant; and Richard W. Wertheim, investor and public relations advisor to
the company. Mr. Woolford is the Chair of the Disclosure Committee.
The Compliance & Disclosure Department of the TSXV has placed Forterra on
Notice to Comply with Exchange Requirements. Any further contraventions of
Exchange Requirements may result in a review of the acceptability of each of
the Officers and Directors to act as an Officer or Director, or perform any
functions similar to those normally performed by an individual occupying the
position of Director or Officer, or to be an employee, agent or consultant of
an Exchange-listed company.
Clarification of Option Grants
Forterra also confirms that it only granted incentive stock options to
purchase a total of 3.55 million common shares last year rather than 3.9
million common shares as previously announced (see July 10, 2008 and July 30,
2008 news releases). The options are exercisable for $0.15 each and will
expire on July 9, 2013; one-half of the options vested on January 9, 2009 and
the balance will vest on July 9, 2009.
About Forterra Environmental Corp.
Forterra manufactures and markets environmentally friendly soil
enhancers, using worm castings, which boost fertility while restoring the soil
with organic matter for sustainable, longer-term benefits, including stronger
root growth, and drought and pest resistance. Forterra products contain only
organic material. They are ideal for golf courses, sports fields, lawn care,
parks, nurseries, orchards, and vineyards. Essentially, Forterra uses red
wriggler worms to convert organic material into vermicompost or worm castings.
Worm castings contain micronutrients, which are required for healthy plant
development. Worm castings also contain microbes, which increase the rate at
which plants take up available macronutrients and micronutrients. Further
information is available on the company's website at www.forterra.com.
The TSX Venture Exchange Inc. has neither approved nor disapproved of the
contents of this news release.
For further information:
For further information: Investor and Media Relations, Richard W.
Wertheim, Wertheim + Company Inc., Email: email@example.com, (416)
594-1600, (416) 518-8479 (cell)