Guardian Exploration Inc.
TSX VENTURE : GX

Guardian Exploration Inc.

May 02, 2007 19:22 ET

Guardian Exploration Inc.: Notice of Default

CALGARY, ALBERTA--(CCNMatthews - May 2, 2007) - Guardian Exploration Inc. (TSX VENTURE:GX) ("Guardian" or the "Corporation") provides this Notice of Default indicating Guardian's anticipated failure to file its annual financial statements for the year ending December 31, 2006 on or before the prescribed deadline of April 30, 2007.

Guardian's failure to file its annual financial statements on or before the prescribed filing deadline is a direct result of the additional requirement, as a result of its recent amalgamation, to audit its transition period statements for the 4-month period ended December 31, 2005. Guardian became a reporting issuer on April 21, 2006 as a result of an amalgamation with Resilient Resources Inc. ("Resilient"). As a result of this amalgamation, since the year ends of Guardian and Resilient were different (August 31 vs December 31), Guardian and its auditors have been required to complete a 4 month transitional period audit for the period ended December 31, 2005, for comparative purposes. This requirement was not determined until recent discussions were completed between corporate counsel, the new auditors and the Alberta Securities Commission, as principal regulator. Guardian's auditors have indicated that they will require up to one additional week in order to complete all of the background work that they consider necessary in order to conduct the transitional period audit and provide an audit opinion in respect of Guardian's financial statements for the year ended December 31, 2006 and the 4-month period ended December 31, 2005. Considering the foregoing factors, it is our submission that the present circumstances warrant the imposition of a Management CTO, rather than a CTO, as contemplated under the Policies.

Guardian's financial statements for its fiscal year end of December 31, 2006 are required to be filed by April 30, 2007 and Guardian's failure to file such by June 30, 2007 may result in the securities commissions or regulators imposing an Issuer Cease Trade Order. Following discussions with its auditors, Guardian presently expects to file its financial statements for the year ended December 31, 2006 on or before May 4, 2007.

Should Guardian fail to file the appropriate Default Status Reports as prescribed OSC Policy 57-603, the securities commissions or regulators may as a result of such failure impose an Issuer Cease Trade Order.

Guardian fully expects to file its financial statements for the fiscal year end December 31, 2006 prior to June 30, 2007. Further, Guardian confirms that it intends to satisfy the requirements to provide Default Status Reports so long as it remains in default of its requirements to file its financial statements within the prescribed period of time.

Guardian confirms that there are no insolvency proceedings against the Corporation as of the date herein. Guardian also confirms that there is no other material information concerning the affairs of Guardian that have not been generally disclosed as of the date herein.

The TSX Venture Exchange Inc. does not accept responsibility for the adequacy or accuracy of this press release.

Contact Information

  • Guardian Exploration Inc.
    Graydon Kowal
    President and CEO
    (403) 232-1748