MONTREAL, April 24, 2012 /CNW Telbec/ - LMS Medical Systems Inc. (the "Company") is pleased to announce that the cease trade orders issued by the Alberta, British Columbia and Ontario Securities Commissions and the Autorité des marchés financiers in Québec on November 9, 2009, August 5, 2009, July 31, 2009 and August 5, 2009, respectively (collectively, the "CTOs"), have been fully revoked by the applicable regulatory authorities.
The CTOs were issued as a result of the Company's failure to file its annual filings for the year ended March 31, 2009 with the relevant securities regulatory authorities within the timeframe prescribed by National Instrument 51-102. The Company has filed all outstanding continuous disclosure documents, which are available for viewing at www.sedar.com.
In connection with the Company's application for revocation of the CTO issued by the Ontario Securities Commission, the Company's principal regulator, the Company provided an undertaking to the Director of the Ontario Securities Commission (the "Director"), that it would (i) not complete any restructuring transaction or significant acquisition involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada nor will it complete a reverse takeover with a reverse takeover acquirer that has a direct or indirect, existing or proposed, material underlying business which is not located in Canada without filing and obtaining a receipt, from the Director, for a prospectus including the information required for a probable restructuring transaction, reverse takeover or significant acquisition, as applicable, together with the documents required under Part 9 of National Instrument 41-101 and (ii) hold an annual meeting of shareholders within three months after the date on which such CTO is revoked.
The Company's current Board of Directors consists of Messrs. Cameron Prange, Yves Grou and Solomon Bierbrier, each of whom are members of the Company's audit committee. Mr. Prange is the Chief Executive Officer and Chief Financial Officer of the Company and does not have an employment agreement with the Company. As a group, the directors and executive officers beneficially own or control or direct, directly or indirectly, 1.73% of the issued and outstanding common shares of the Company.
The following sets out certain information about the directors and officers of the Company.
Cameron Prange, 57, of Oakville, Ontario is President and one of the founding partners of Kingsdale Capital Markets Inc. Mr. Prange has over 31 years of experience in the securities business and prior to joining Kingsdale in June 2002 he was President of Equisure Securities. Between 1983 and 1990, Mr. Prange managed various branches for Midland Doherty, including the head office in Toronto. Mr. Prange holds a Bachelor of Arts degree from the University of Waterloo.
Yves Grou, 57, of Outremont, Quebec is a Chartered Accountant and is a member of the Quebec Institute of Chartered Accountants. He was co-founder in 1980 and a partner until 2004 of Grou, La Salle & Associates CA ("GLA"), based in Montreal (Quebec), an accounting firm offering audit and accounting services. In 2004, GLA was sold to a major international accounting firm. Mr. Grou holds a Bachelor in Commerce degree from McGill University. Mr. Grou formerly held various positions with the Company, including Chief Executive Officer and Chief Financial Officer. As at April 20, 2012, Mr. Grou holds 217,833 Deferred Share Units under the Company's Deferred Share Unit Plan. During the year ended March 31, 2011, the Company paid $90,000 in consulting fees to Groupe Conseils Grou, La Salle Inc., a company beneficially controlled by Mr. Grou. Mr. Grou is a director of Kanosak Capital Venture Corporation (TSX-V) and Jourdan Resources Inc. (TSX-V) as well as a director and Chief Executive Officer of Gondwana Gold Inc. (TSX-V). Mr. Grou was an officer of Bridgepoint International Inc. (TSX) from 1999 to 2003. On December 9, 2002, BridgePoint International Inc. announced that cease trade orders had been issued with respect to its shares by the securities regulatory authority in each of Québec, Ontario, Manitoba, Alberta and British Columbia as a consequence of its default in filing its audited annual financial statements for the year ended June 30, 2002 within the prescribed time period. On or before April 1, 2003, these cease trade orders were revoked by the above-mentioned regulatory authorities.
Solomon Bierbrier, 83, of Montreal, Quebec is a principal of Bierbrier & Cooper, Notaries in Montreal, Quebec and a member of the Chambre des Notaires du Québec. Mr. Bierbrier holds a Bachelor of Arts degree from Sir George Williams University and a BCL from McGill University.
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