BOUCHERVILLE, QC, Sept. 23, 2013 /CNW Telbec/ - Noveko International Inc. (the "Corporation") wishes to inform its shareholders that it will be unable to file with the applicable Canadian Securities Administrators (the "CSA"), within the prescribed delay, being at the latest on September 27, 2013, its audited financial statements for the year ended June 30, 2013 and its annual MD&A in accordance with National Instrument 51-102 - Continuous Disclosure Obligations (and corresponding Règlement 51-102) (collectively the "Annual Documents"). According to the Code of ethics of chartered professional accountants, our auditors cannot express an independent opinion on our annual financial statements since we have not been able to pay them their fees for their audit of our financial statements for the year ended June 30, 2012. Taking into account our current financial situation, the Corporation will be in a position to pay such fees, only if our anticipated $10 million financing is completed or that the Corporation benefits from significant additional funding emanating from the other previously undertaken initiatives described below.
Since the Corporation is unable to file its Annual Documents within the prescribed delay, it is very likely that the applicable CSA will issue a cease trading order in connection with the Corporation's securities until it will have complied with its continuous disclosure requirements. Since our Class A Shares are no longer traded on an Exchange, the Corporation does not comply with the conditions necessary for the issue of a cease trading order restricted to management and insiders only. We are sorry for any inconvenience this might cause to our shareholders and are using our best efforts to rectify this impasse as soon as possible.
In connection with the process required for the listing of our Class A Shares on another Exchange as mentioned in our August 16, 2013 press release, it has been suspended and a formal listing application will only be filed when our Annual Documents will have been filed with the applicable CSA. This will likely occur once our anticipated $10 million financing has been completed.
In connection with the anticipated $10 million financing, the investor has reiterated to the Corporation his commitment to invest, by way of convertible debentures, an amount of $10 million, directly or by the payment of some of the Corporation's debts, including the amounts due to Third Eye Capital Corporation ("TEC"). Closing of such financing was delayed several times because the investor's funds come from the closing of various financial transactions to be realized in foreign countries. The investor is confident that these foreign transactions will be completed before the end of September 2013. Taking into account the necessary delay to complete our own financing, the Corporation expects that closing can be completed by mid-October 2013. As in any other transaction, no guarantee can be provided by the Corporation that this anticipated financing will be completed or when.
We are pursuing other initiatives already begun to focus our activities in the air filtration sector and to improve our financial situation. To that end, we have retained the services of consultants to help us target purchasers for the sale of our subsidiaries ECM and Noveko Inc. or of their assets (excluding, for the latter, its patents) as well as to find investors or strategic partners for Epurair. Discussions and negotiations with interested parties are already underway. No guarantee can be however provided that such endeavours will be successful or when they can be completed.
The Corporation does not comply with the agreements governing the credit facility granted by, and the convertible debentures issued to TEC on September 28, 2011. Consequently, TEC could demand the immediate payment of all amounts due under these agreements and exercise all hypothecary recourses provided to them. That said, TEC is currently providing us conditional financial support to address occasional shortfalls between our cash inflows and cash outflows that are critical to maintaining our manufacturing activities. TEC has, however, no obligation to provide such financial support and may terminate it at any time.
Profile of the Corporation
The Corporation specializes in the air filtration segment by providing its clientele with innovative and eco-energetic filtration solutions. As such, through its subsidiaries, the Corporation designs, develops, manufactures and markets air filters incorporating its patented air filtration technologies, which filters are cleanable and recyclable, and have a much longer life span than conventional air filters. These filters are used in farm buildings, in institutional, commercial, industrial and residential buildings, and in the ground and aeronautics transport industry.
Through distributors, the Corporation furthermore continues to commercialize antimicrobial masks and respirators, hands sanitizers and ultrasound scanners for use in human and veterinary medicine.
Certain statements set forth in this press release constitute forward-looking statements. In some cases, these statements are identified by the use of terms such as "may", "could", "might", "intend", "should", "expect", "project", "plan", "believe", "estimate" or other comparable variants. These statements are based on the information available at the time they are written, on assumptions made by management and on the expectations of management, acting in good faith, regarding future events, including those relating to economic conditions, fluctuations in exchange rates and operating expenses, and the absence of unusual events entailing supplementary expenditures. Although management considers these assumptions and expectations reasonable based on the information available at the time they are written, they could prove inaccurate. Forward-looking statements are also subject, by their very nature, to known and unknown risks and uncertainties such as those related to the industry, acquisitions, labor relations, credit, key officers, supply and product liability. The actual results of Noveko International Inc. could differ materially from those indicated or underlying these forward-looking statements. The reader is therefore recommended not to unduly rely on these forward-looking statements. Forward-looking statements do not reflect the potential impact of special items, any business combination or any other transaction that may be announced or occur subsequent to the date hereof. Unless otherwise required under securities laws, the Corporation does not intend and undertakes no obligation to update or revise the forward-looking statements.
SOURCE: NOVEKO INTERNATIONAL INC.
For further information:
Chairman of the board and CEO
Gary Mc Cone
Senior Vice-President and Chief Financial Officer
Noveko International Inc.
Tel: (514) 875-0606