ProSep Announces Delay in Filing Annual Disclosure Documents
01 Abril 2013 - 11:41PM
Marketwired
ProSep Inc. (TSX:PRP) ("ProSep" or the "Company"), dedicated to
providing process solutions to the oil and gas industry, today
announced it is not able to file its annual audited financial
statements (and related CEO and CFO certifications as required by
National Instrument 52-109 Certification of Disclosure in Issuers'
Annual and Interim Filings), the accompanying management's
discussion and analysis as well as its annual information form for
the year ended December 31, 2012 (collectively, the "2012 Annual
Disclosure Documents"), within the period prescribed for the filing
of such documents under Parts 4, 5 and 6 of National Instrument
51-102 respecting Continuous Disclosure Obligations, namely within
90 days from its year end date.
Despite substantial efforts, and receipt on the date of this
announcement of a covenant waiver from one of the Company's
subsidiary's lender pursuant to a breach of covenant (as disclosed
in a press release dated March 19, 2013), the Company is currently
not in a position to file its 2012 Annual Disclosure Documents
primarily due to additional delays required to complete the
evaluation and accounting of the effects of the recent divestiture
of the Company's interest in ProSep Kolon Company Ltd., the
recently implemented cost optimization plan and its effect on
future cash flows.
ProSep's board of directors and its management are working
expeditiously to meet the Company's obligations relating of the
filing of the 2012 Annual Disclosure Documents.
ProSep is in the process of making an application to the
Autorite des Marches Financiers (the "AMF") and other applicable
Canadian securities regulators for a management cease trade order
(the "MCTO") which would restrict all trading in securities of the
Corporation, whether direct or indirect, by management and insiders
of the Company. There is no assurance such MCTO will be granted and
general cease trade orders against the Company may be issued by the
AMF and the other applicable Canadian securities regulators. The
issuance of a MCTO would not affect the ability of persons who are
not insiders of the Company to trade in the Company's
securities.
The Company confirms that it intends to satisfy the provisions
of the alternative information guidelines found at sections 4.3 and
4.4 of National Policy 12-203 respecting Cease Trade Orders for
Continuous Disclosure Defaults for so long as it remains in default
as a result of the late filing of the 2012 Annual Disclosure
Documents. During the default period, the Company will issue
bi-weekly status reports in the form of further press releases and
which will also be filed on SEDAR. The Company also confirms there
are no insolvency proceedings against it as of the date of this
press release and that there are no other material information
concerning the affairs of the Company that have not yet been
disclosed as of the date of this press release.
About ProSep
ProSep is a technology-focused process solutions provider to the
upstream oil and gas industry. ProSep designs, develops,
manufactures and commercializes technologies to separate oil, water
and gas generated by oil and gas production. For more information,
please visit www.prosep.com.
Caution concerning forward-looking statements
This press release may contain forward-looking statements within
the meaning of Canadian securities laws. Forward-looking statements
can generally be identified by the use of the conditional tense,
the words "may", "should", "would", "believe", "plan", "expect",
"intend", "anticipate", "estimate", "foresee", "objective" or
"continue" or the negative of these terms or variations of them or
words and expressions of similar nature. In particular,
forward-looking statements regarding ProSep's plans for its
business development strategy, anticipated customer orders, sales
and revenues, financial and operational projections and anticipated
results, anticipated results of field testing with potential
customers and expected benefits of ProSep's proprietary
technologies; and anticipated impact on ProSep of the factors
discussed under the heading "Selected Risks" in the latest
management discussion and analysis document ("MD&A"). These
forward-looking statements are based on, among other things,
management's assumptions, expectations, estimates, objectives,
plans and intentions as of the date hereof pertaining to, but not
limited to demand for ProSep's solutions, projected revenues and
expenses, the economic and industry environments in which the
Company operates or which could affect its activities, the
Company's ability to attract new customers, projected operating
costs and cost of raw materials and energy supply, expected timing
and amount of capital expenditures program of ProSep's potential
customers, target market acceptance of ProSep's solutions, current
and future solutions performance, evolving market conditions for
oil & gas producers; and success of commercialization approach
and strategic partnership initiatives. Although ProSep believes
that the expectations and assumptions on which the forward-looking
statements are based are reasonable, undue reliance should not be
placed on the forward-looking statements because ProSep can give no
assurance that they will prove to be correct. Because
forward-looking statements address future events and conditions, by
their very nature they involve numerous inherent risks and
uncertainties that contribute to the possibility that the
forward-looking statements may prove to be incorrect.
ProSep cannot assure investors that any of these forward-looking
statements will prove to be accurate. Further, if any of these
statements are inaccurate, the inaccuracy may be material. Actual
performance and results could differ materially from those
currently anticipated in the forward-looking statements due to a
number of factors and risks. Some of the factors that could cause
such differences include, but are not limited to uncertainty as to
market acceptance of new solutions and possible technological
change, competition, economic environment and especially conditions
in the oil & gas industry, legislative or regulatory
developments, ProSep's ability to penetrate core markets, expand
into new markets and manage future growth, the need for additional
financing and uncertainties as to access to sufficient capital
financing on acceptable terms, uncertainty as to achievement of
profitability and ability to meet cash requirements, availability
and retention of management and key personnel, the long sales and
implementation cycles for ProSep's solutions, reliance on major
customers, manufacturing, project execution, product defect and
product liability risks, dependence on third party suppliers,
exchange rate and currency fluctuations, protection of ProSep's
intellectual property rights; and risks related to ProSep's foreign
operations and compliance with anti-corruption and anti-bribery
laws. Assumptions, expectations and estimates made in the
preparation of forward-looking statements and risks that could
cause actual results to differ materially from current expectations
are further discussed under " Selected Risks" in the latest
MD&A. In light of the significant risks and uncertainties in
these forward-looking statements, investors should not place undue
reliance on or regard these statements as a representation or
warranty by the Company or any other person that the Company will
achieve its objectives, strategies and plans in any specified time
frame, if at all. The forward-looking statements contained or
incorporated by reference in this management discussion and
analysis relate only to events as of the date on which the
statements are made. Except as required under applicable securities
legislation, the Company does not undertake to update or revise
these forward-looking statements, whether as a result of new
information, future events or otherwise.
Contacts: ProSep Inc. Investor Relations and Media: Danielle
Ste-Marie VP Marketing & Corporate Development (514) 522-5550
ext. 238dste-marie@prosep.com
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