Vancouver, British Columbia–June 5, 2020 – Aquarius AI Inc. (TSXV: AQUA) (FSE: 4G5) (“AQUA”, or the “Company”) is pleased to announce that it intends to complete a consolidation of its issued and outstanding common shares on the basis of one (1) post-consolidated common share for every ten (10) pre-consolidated common shares (the “Consolidation“).
Currently, a total of 90,400,026 common shares of the Company are issued and outstanding and, after the Consolidation, the Company will have approximately 9,040,002 issued and outstanding common shares.
The Consolidation is subject to the approval of the TSX Venture Exchange (the “Exchange“) and, once the Consolidation is approved, a new CUSIP number and letter of transmittal will be sent out to registered shareholders of the Company by the Company’s transfer agent, Computershare Trust Company of Canada. The Consolidation is not subject to shareholder approval and no name change will be completed in conjunction with the Consolidation. The Company anticipates the effective date of the Consolidation to take place on or around June 26, 2020.
The board of directors of the Company believe that the Consolidation is in the best interest of its shareholders as it is anticipated that the Consolidation will provide the Company with greater flexibility to arrange the financings it requires as it continues to transition its business.
Management Cease Trade Order
The Company also announces that it will likely miss its filing deadline of June 15, 2020 to file annual consolidated financial statements and accompanying management’s discussion and analysis and related CEO and CFO certificates for the financial period ended December 31, 2019 (collectively, the “Annual Filings“), as required under applicable Canadian securities laws.
In connection with the Company’s inability to file the Annual Filings on time, the Company has applied for a Management Cease Trade Order (“MCTO“) under National Policy 12-203 – Management Cease Trade Orders (“NP 12-203“) and is waiting for British Columbia Securities Commission approval.
The Company is applying for a MCTOas a result of an audit overrun due to complexities caused by changes to the Company’s industry that lead to extensive operation changes, along with issues related to the COVID-19 pandemic which caused significant delays.
The Company expects to file the Annual Filings as soon as they are available, but in any event no later than July 13, 2020 and will issue a news release once the Annual Filings have been filed. Until the Company files the Annual Filings, it will comply with the alternative information guidelines set out in NP 12-203. 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.
During the MCTO, the general investing public will continue to be able to trade in the Company’s common shares listed on the TSX Venture Exchange. However, the Company’s Chief Executive Officer and Chief Financial Officer and such other directors, officers and persons as determined by the applicable regulatory authorities will not be able to trade in the Company’s shares, nor will the Company be able to, directly or indirectly, issue securities to or acquire securities from an insider or employee of the Company except in accordance with legally binding obligations to do so existing as of June 15, 2020, being the date of the Company’s anticipated continuous disclosure default.
The Company is not currently subject to any insolvency proceedings. If the Company provides any information to any of its creditors during the period in which it is in default of filing the Annual Financial Statements, the Company confirms that it will also file material change reports on SEDAR containing such information.
For further information:
Aquarius AI Inc.
Melissa Adams
Investors@AquariusAI.ca
(604) 265-7511
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements: Certain disclosure in this release, including statements regarding the proposed debt settlement and the Meeting, may constitute “forward-looking information” within the meaning of Canadian securities legislation. In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that the Company believes are reasonable, including that the Company will obtain the necessary regulatory approvals for the debt settlement and the Company will be in a position to hold the Meeting before January 26, 2021. However, the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such uncertainties and risks include, among others, delays in obtaining or inability to obtain required regulatory approvals for the debt settlement, the Company not being in a position to hold the Meeting before January 26, 2021 and changes in the Company’s plans. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future
