ProSep Inc.

ProSep Inc.

April 01, 2013 22:41 ET

ProSep Announces Delay in Filing Annual Disclosure Documents

MONTREAL, QUEBEC--(Marketwire - April 1, 2013) - ProSep Inc. (TSX:PRP) ("ProSep" or the "Company"), dedicated to providing process solutions to the oil and gas industry, today announced it is not able to file 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"), 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, and receipt on the date of this announcement of a covenant waiver from one of the Company's subsidiary's lender pursuant to a breach of covenant (as disclosed in a press release dated March 19, 2013), the Company is currently not in a position to file its 2012 Annual Disclosure Documents primarily due to additional delays required to complete the evaluation and accounting of the effects of the recent divestiture of the Company's interest in ProSep Kolon Company Ltd., the recently implemented cost optimization plan and its effect on future cash flows.

ProSep's board of directors and its management are working expeditiously to meet the Company's obligations relating of the filing of the 2012 Annual Disclosure Documents.

ProSep is in the process of making an application to the Autorité des Marchés Financiers (the "AMF") and other applicable Canadian securities regulators for a management cease trade order (the "MCTO") which would restrict all trading in securities of the Corporation, whether direct or indirect, by management and insiders of the Company. There is no assurance such MCTO will be granted and general cease trade orders against the Company may be issued by the AMF and the other applicable Canadian securities regulators. The issuance of a MCTO would not affect the ability of persons who are not insiders of the Company to trade in the Company's securities.

The Company confirms that it intends to satisfy the provisions of the alternative information guidelines found at sections 4.3 and 4.4 of National Policy 12-203 respecting Cease Trade Orders for Continuous Disclosure Defaults for so long as it remains in default as a result of the late filing of the 2012 Annual Disclosure Documents. During the default period, the Company will issue bi-weekly status reports in the form of further press releases and which will also be filed on SEDAR. The Company also confirms there are no insolvency proceedings against it as of the date of this press release and that there are no other material information concerning the affairs of the Company that have not yet been disclosed as of the date of this press release.

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

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.

Contact Information

  • ProSep Inc.
    Investor Relations and Media:
    Danielle Ste-Marie
    VP Marketing & Corporate Development
    (514) 522-5550 ext. 238