0755461 B.C LTD. ANNOUNCES REVOCATION OF CEASE TRADE ORDERS
VANCOUVER, BRITISH COLUMBIA, CANADA, January 20, 2023 /EINPresswire.com/ -- 0755461 B.C. LTD. (formerly Pro Minerals Inc.) (the "Company") is pleased to announce that effective January 19, 2023 (the “Effective Date”), the British Columbia Securities Commission, Ontario Securities Commission, Autorité des marchés financiers, and Alberta Securities Commission (together, the “Securities Regulators”) have issued orders revoking their cease trade orders, originally issued in respect of the securities of the Company on, respectively, September 10, 2013, September 24, 2012, September 25, 2012, and December 7, 2012 (the “Cease Trade Orders”).
The Cease Trade Orders were issued as a result of the Company’s failure to file (i) audited financial statements for the years ended April 30, 2012 and April 30, 2013, (ii) management’s discussion and analysis (“MD&A”) relating to the audited annual financial statements for the years ended April 30, 2012 and April 30, 2013, and (iii) the certification of the foregoing filings as required by National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings. Except for the financial statements, MD&A and related certifications for the year ended April 30, 2012, and for the period ended July 31, 2012, October 31, 2012, and January 31, 2013, the Company also failed to file all subsequent annual and interim financial statements and related MD&A and certifications.
Between January 4, 2023 and January 9, 2023, the Company filed (i) its audited annual financial statements, annual MD&A, and related certifications for the years ended April 30, 2021 and April 30, 2022; (ii) Form 52-110F2 - Disclosure by Venture Issuers; (iii) Form 58-101F2 - Corporate Governance Disclosure (Venture Issuers); (iv) Form 51-102F6V - Statement of Executive Compensation – Venture Issuers; and (v) unaudited financial statements, interim MD&A, and related certifications for the three months ended July 31, 2022; and (vi) unaudited financial statements, interim MD&A, and related certifications for the six months ended October 31, 2022 (collectively, the “Continuous Disclosure Documents”). The Continuous Disclosure Documents are available for review online under the Company’s profile on SEDAR (www.sedar.com). Following the filing of the Continuous Disclosure Documents, the Company is up to date with its continuous disclosure obligations.
In connection with the Company's applications for the revocation of the cease trade orders, the Company provided an undertaking to the Securities Regulators that it would hold an annual meeting of shareholders of the Company within three months of the Effective Date.
ABOUT 0755461 B.C. LTD.
The Company is a mineral exploration company with no current activities or operations. The Company has ceased to carry on an active business and plans to become engaged in identifying and identifying and evaluating suitable assets or businesses to acquire or merge with, with a view to maximizing value for shareholders.
On behalf of the Board of Directors
Richard Paolone
Chief Executive Officer, Chief Financial Officer, and Director
T: 416-258-3059
E: richard@paolonelaw.ca
Cautionary Statements
This news release contains "forward-looking statements" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements.
Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward- looking statements contained herein include, but are not limited to, statements regarding: the Company’s intention to call an annual shareholders’ meeting in accordance with the undertaking given to the Securities Regulators.
Forward-looking information in this news release are based on certain assumptions and expected future events, namely: the Company’s ability to continue as a going concern.
These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the potential inability of the Company to continue as a going concern; and the inability of the Company to call a shareholders meeting in accordance with the undertaking given to the Securities Regulators.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company’s expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.
The Cease Trade Orders were issued as a result of the Company’s failure to file (i) audited financial statements for the years ended April 30, 2012 and April 30, 2013, (ii) management’s discussion and analysis (“MD&A”) relating to the audited annual financial statements for the years ended April 30, 2012 and April 30, 2013, and (iii) the certification of the foregoing filings as required by National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings. Except for the financial statements, MD&A and related certifications for the year ended April 30, 2012, and for the period ended July 31, 2012, October 31, 2012, and January 31, 2013, the Company also failed to file all subsequent annual and interim financial statements and related MD&A and certifications.
Between January 4, 2023 and January 9, 2023, the Company filed (i) its audited annual financial statements, annual MD&A, and related certifications for the years ended April 30, 2021 and April 30, 2022; (ii) Form 52-110F2 - Disclosure by Venture Issuers; (iii) Form 58-101F2 - Corporate Governance Disclosure (Venture Issuers); (iv) Form 51-102F6V - Statement of Executive Compensation – Venture Issuers; and (v) unaudited financial statements, interim MD&A, and related certifications for the three months ended July 31, 2022; and (vi) unaudited financial statements, interim MD&A, and related certifications for the six months ended October 31, 2022 (collectively, the “Continuous Disclosure Documents”). The Continuous Disclosure Documents are available for review online under the Company’s profile on SEDAR (www.sedar.com). Following the filing of the Continuous Disclosure Documents, the Company is up to date with its continuous disclosure obligations.
In connection with the Company's applications for the revocation of the cease trade orders, the Company provided an undertaking to the Securities Regulators that it would hold an annual meeting of shareholders of the Company within three months of the Effective Date.
ABOUT 0755461 B.C. LTD.
The Company is a mineral exploration company with no current activities or operations. The Company has ceased to carry on an active business and plans to become engaged in identifying and identifying and evaluating suitable assets or businesses to acquire or merge with, with a view to maximizing value for shareholders.
On behalf of the Board of Directors
Richard Paolone
Chief Executive Officer, Chief Financial Officer, and Director
T: 416-258-3059
E: richard@paolonelaw.ca
Cautionary Statements
This news release contains "forward-looking statements" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements.
Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward- looking statements contained herein include, but are not limited to, statements regarding: the Company’s intention to call an annual shareholders’ meeting in accordance with the undertaking given to the Securities Regulators.
Forward-looking information in this news release are based on certain assumptions and expected future events, namely: the Company’s ability to continue as a going concern.
These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the potential inability of the Company to continue as a going concern; and the inability of the Company to call a shareholders meeting in accordance with the undertaking given to the Securities Regulators.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company’s expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.
Richard Paolone
0755461 B.C. Ltd.
+1 416-258-3059
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