Increased Focus on Continuous Disclosure and Corporate Governance
Listing: TSX Venture Exchange, Symbol "LDR"
Issued and Outstanding Common Shares: 14,547,297
TORONTO, Sept. 25 /CNW/ - Leader Capital Corp. ("Leader" or "the
Company") today announced that a review initiated in January 2008 by the TSX
Venture Exchange (the "Exchange") regarding the Company's Continuous
Disclosure and Corporate Governance processes and controls has now been
concluded. Throughout the review Leader worked diligently with the Exchange to
address all of the noted comments.
During the course of the review, the Exchange identified several
instances where the Company did not fully comply with Exchange policies and
where the Company's corporate governance practices required improvement,
specifically with respect to:
(a) The appropriate and full disclosure and filing of certain non-
arms' length transactions including management fees to officers
(b) The issuance of treasury shares in 2004-2005 without the
appropriate hold periods and without receiving prior Exchange
The Exchange advised that it will not be taking any further action at
this time regarding the contravention of Exchange Requirements however the
Company is now placed on Notice to Comply with Exchange Requirements. Any
further violations of Exchange Requirements may result in a review being
commenced and applicable further action being initiated by the Exchange
against the Company and its management, directors and officers.
In response to the comments provided by the Exchange, Leader has
undertaken the following measures to ensure that corporate governance,
continuous disclosure controls and procedures have been improved:
(a) The common cost sharing arrangements between Leader, Twenty Two
Degree Energy Corp. ("TTD") and Echo Power Generation Inc. ("EPG")
have now been formalized in a cost sharing agreement with interest
payable and a fixed maturity date for repayment. At March 31,
2008 Leader reports an amount receivable of $618,402 from TTD and
$341,279 from EPG under these arrangements which have now been
formally ratified by the companies' respective directors. In each
case interest is payable at a rate of 5% per annum and principal
and interest are due and payable on March 31, 2009.
(b) A loan agreement with a fixed maturity date has been executed by
Leader and Echo Power International Inc. ("EPII") with respect to
a loan of $89,247 previously provided by Leader to EPII. The
agreement has been ratified by the companies' respective
directors. The loan bears interest at 5% per annum and matures on
March 31, 2009.
Leader, TTD and EPG are considered to be related parties by virtue
of the fact that there are certain common directors, officers and
shareholders of these companies. Additionally, Leader and EPII
were previously considered a related parties on the same basis,
however Leader and EPII currently do not have common officers,
directors or shareholders.
(c) The Company will not make any investments in other reporting
issuers in future, in keeping with Exchange policies.
(d) Leader's Board of Directors have agreed to provide in all future
filings specific disclosure in its interim and annual MD&A
documents with respect to any and all standard or other
compensation arrangements with directors and officers to which the
Company may be party to in future in compliance with Exchange
(e) Leader has now filed the required submissions pursuant to Exchange
policies with respect to 44,117 flow through common shares issued
in December 2004 and 30,000 common shares issued in June 2005, in
each case issued to arm's length third parties:
i. The private placement of 44,117 flow through common shares in
December 2004 and a subscription price of $1.70 per share has
previously been reported in Leader's periodic statutory
ii. The 30,000 common shares were issued in June 2005 to settle a
commission expense of $44,274 due to a third party with
respect to the sale of lots by the Company. Previously this
transaction was described in error as a related party
transaction in the financial statements filed for the year
ended March 31, 2007.
(f) The Company's directors have adopted internal policies with
respect to the issuance of treasury shares and with respect to the
approval and reporting of related party transactions.
Additionally, the Company has acknowledged that future stock
option price reductions, if any, will conform with prescribed
LEADER CAPITAL CORP.
Neither the TSX Venture Exchange nor any securities regulatory authority
has reviewed and does not accept responsibility for the adequacy of this
press release that has been prepared by management.
For further information:
For further information: can be obtained by contacting Magaly Bianchini
at (telephone) (416) 304-1913