ProSep Provides Details on its Delay in Filing Annual Disclosure Documents
12 Abril 2013 - 1:28PM
Marketwired
ProSep Inc. (TSX:PRP) ("ProSep" or the "Company"), dedicated to
providing process solutions to the oil and gas industry, today
wishes to provide more details on the previously disclosed delay of
the Company in filing 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") and on the steps taken by the Company in order to meet
its disclosure obligations.
As previously disclosed on April 1, 2013, the Company was not
able to file 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, the Company is still not in a
position to file its 2012 Annual Disclosure Documents, primarily
due to additional delays required to complete the closing of the
sale of the Company's interest in ProSep Kolon Company Ltd. (the
"Transaction") and the evaluation of the effects of new conditions
proposed by one of the Company's subsidiary's lender pursuant to a
breach of covenant under its credit facility (as disclosed in a
press release dated March 19, 2013), together with additional
delays required to clarify with its auditors the work assumptions
in relation with their audit of the 2012 Annual Disclosure
Documents.
ProSep's board of directors and its management are working
expeditiously to meet the Company's obligations relating to the
filing of the 2012 Annual Disclosure Documents and address the
matters outlined above. More particularly, the Company is working
towards completing the Transaction, evaluating the effects of the
new conditions proposed by such lender and clarifying the work
assumptions in relation with the audit of the 2012 Annual
Disclosure Documents with its auditors. In light of these
continuous efforts and steps to be taken, the Company expects to
file the 2012 Annual Disclosure Documents on or about May 15,
2013.
The Autorite des Marches Financiers (the "AMF") has issued today
a management cease trade order (the "MCTO") which restricts all
trading in securities of the Corporation, whether direct or
indirect, by management and insiders of the Company. The MCTO is
valid for a period of 15 days. The issuance of a MCTO does not
affect the ability of persons who are not insiders of the Company
to trade in the Company's securities.
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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