The updated release reflects comments from the ASC:
MAGNETIC NORTH ACQUISITION CORP. PROVIDES AN UPDATE ON THE DELAY IN
FILING OF ANNUAL FINANCIAL STATEMENTS AND APPLICATION FOR
MANAGEMENT CEASE TRADE ORDER
CALGARY,
AB and TORONTO,
April 30,
2024 /CNW/ - Magnetic North Acquisition Corp.
(TSXV: MNC) (TSXV: MNC.PR.A) ("Magnetic North" or the
"Company") announces, further to its news release dated
April 26, 2024, that it has not met
the filing date for filing of the following continuous disclosure
documents (collectively, the "Annual Filings"):
- the Company's Annual Audited Financial Statements for the year
ended December 31, 2023, as required
by section 4.2 of National Instrument 51-102 – Continuous
Disclosure Obligations ("NI 51-102");
- the Company's Management Discussion & Analysis for the year
ended December 31, 2023, as required
by section 5.1(2) of NI 51-102; and
- the Company's CEO and CFO certifications of annual filings
relating to the Annual Financial Statements, as required by
National Instrument 52-109 – Certification of Disclosure in
Issuers' Annual and Interim Filings.
The default is due in large part to continuing staffing and
resource challenges within the accounting profession generally,
and specifically within firms providing third-party accounting and
bookkeeping services to entities such as the Corporation. In
particular, scheduling issues at the Corporation's third-party
accounting service provider resulted in a delay in the preparation
and delivery of the draft annual financial statements and the
commencement of the audit. The delay in the commencement of the
audit then resulted in scheduling and staffing issues for the
Corporation's auditor and a further delay of the audit. These
delays frustrated the Corporation's efforts to complete the audit
and the filing of the Annual Filings by the filing date.
Accordingly, the Company has applied to the Alberta Securities
Commission for a Management Cease Trade Order that will prohibit
the management of the Company from trading in the securities of the
Company until such time as the Annual Filings are filed. No
decision has yet been made by the Alberta Securities Commission on
this application. The Alberta Securities Commission may grant the
application and issue the Management Cease Trade Order or it may
impose an issuer cease trade order if the Annual Filings are not
filed in a timely fashion.
The scheduling and staffing issue for the Corporation's auditor
has now been resolved and the audit work resumed the week of
April 22, 2024. The Corporation's
anticipates no further interruptions in the completion of the
audit work and expects to file the Annual Filings by May 31, 2024, and will issue a news release once
the Annual Filings have been filed. During the period of default
and until filing of the Annual Filings, the Company intends to
satisfy the provisions of the alternative information guidelines as
required by National Policy 12-203 – Management Cease Trade
Orders. The guidelines, among other things, require the Company
to issue bi-weekly default status reports, in the form of news
releases, for so long as the Annual Filings have not been
filed.
Until the Company has filed the Annual Filings, members of the
Company's management and other insiders are subject to an insider
trading black-out policy as per its internal Insider Trading Policy
that is consistent with the principles in Section 9 of National
Policy 11-207 - Failure-to-File Cease Trade Orders and
Revocations in Multiple Jurisdictions. The Company confirms
that, other than as disclosed in prior press releases and material
change reports, there have been no material business developments
since the filing on November 28, 2023
of the Company's latest interim financial reports for the period
ended September 30, 2023. There are
no insolvency proceedings involving the Company.
About Magnetic North Acquisition
Corp.
Magnetic North invests and manages
businesses on behalf of its shareholders and believes that capital
alone does not always lead to success. With offices in Calgary and Toronto, our experienced management team
applies its considerable management, operations and capital markets
expertise to ensure its investee companies are as successful as
possible for shareholders. Magnetic North common shares and
preferred shares trade on the TSX Venture Exchange under the stock
symbol MNC and MNC.PR.A, respectively. The TSX Venture recently
announced that Magnetic North is a "2021 TSX Venture 50" recipient.
For more information about Magnetic North, visit its website
at www.magneticnac.com. Magnetic North's
securities filings can also be accessed at
www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this news release.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING
INFORMATION
Certain statements in this news release are "forward-looking
statements", which reflect current expectations of the management
of Magnetic North regarding future events or Magnetic North's
future performance. All statements other than statements of
historical fact contained in this news release may be
forward-looking statements. In particular, forward-looking
information and statements herein include, but are not limited to,
the filing of the Annual Filings, including the timing for the
filing of the Annual Filings and the issuance of a Management Cease
Trade Order in respect of the Company. Such forward-looking
statements involve known and unknown risks, uncertainties and
other factors that may cause actual results or events to differ
materially from those anticipated in the forward-looking
statements. Magnetic North believes that the expectations
reflected in such forward-looking statements are reasonable, but
no assurance can be given that these expectations will prove to
be correct and such forward-looking statements should not be
unduly relied upon. The forward-looking statements are expressly
qualified in their entirety by this cautionary statement. The
forward-looking statements are made as of the date of this news
release and Magnetic North assumes no obligation to update or
revise them to reflect new events or circumstances, except as
expressly required by applicable securities law. Further
information regarding risks and uncertainties relating to Magnetic
North and its securities can be found in the disclosure documents
filed by Magnetic North with the securities regulatory authorities,
available at www.sedar.com.
SOURCE Magnetic North Acquisition Corp.