Railpower Technologies Corp.

Railpower Technologies Corp.

March 13, 2009 14:52 ET

Railpower Announces Late Filing of Financial Results

BROSSARD, QUEBEC--(Marketwire - March 13, 2009) - Railpower Technologies Corp. (TSX:P) announced today that the filing of its audited financial statements, management's discussion and analysis ("MD&A") and related CEO and CFO certifications for the year ended December 31, 2008 will be delayed beyond the statutory deadline of March 31, 2009.

As previously announced, the Corporation and its U.S. subsidiary, Railpower Hybrid Technologies Corp., have obtained an order from the Quebec Superior Court providing Railpower with an additional period of protection under the Companies' Creditors Arrangement Act (Canada) ("CCAA") until April 7, 2009, during which time creditors and other third parties will continue to be stayed from taking steps against Railpower. While under CCAA protection, Railpower's board of directors maintains its usual role and its management remains responsible for the day-to-day operations of Railpower, under the supervision of the Court-appointed monitor, Ernst & Young Inc.

Since the focus of Railpower is currently on preserving cash during the course of its restructuring process under the CCAA, it was deemed in the best interests of the Corporation and its stakeholders to delay the preparation and filing of the financial statements and MD&A for the time being. The postponement will also allow the Corporation's senior management to fully focus on Railpower's restructuring process. The Corporation does not know at this time when it would be in a position to prepare and file its financial statements and MD&A, as such preparation and filing will be driven by the outcome of its restructuring efforts.

Pending the filing of its financial statements and MD&A, the Corporation intends to satisfy the alternative information guidelines of National Policy 12-203 - Cease Trade Orders for Continuous Disclosure Defaults. These guidelines require the Corporation to file bi-weekly default status reports, in the form of news releases, containing any material changes to the information in this release, all actions taken by the Corporation to remedy the default, particulars of any failure by the Corporation to fulfill the provisions of the alternative information guidelines, any subsequent defaults of the Corporation requiring a default announcement and any other material information concerning the affairs of the Corporation not previously disclosed. The Corporation intends to issue the first default status report on March 27, 2009. The Corporation also intends to file with the securities regulatory authorities throughout the period in which it is in default, the same information it is required to provide to its creditors, when the information is provided to such creditors and in the same manner as it would file a material change report.

About Railpower

Railpower (TSX: P), (www.railpower.com) is engaged in the development, construction, marketing and sales of high performance, clean locomotives and power plants for the transportation and related industries. Railpower has designed and is marketing a range of locomotives for the North American low and medium horsepower locomotive market. It has also designed and is marketing hybrid power plants for rubber tyred gantry cranes (Eco-Cranes®). Its technologies have broader potential and applications in other markets and industries.

Caution regarding forward-looking statements

Certain statements contained in this release contain forward-looking statements. When used in this document, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions may be used to identify forward-looking statements. Those statements reflect our current views with respect to future events or conditions, including prospective results of operations, financial position, and predictions of future actions, plans or strategies. Certain material factors and assumptions were applied in drawing our conclusions and making those forward looking statements. By their nature, those statements reflect management's current views, beliefs and assumptions and are subject to certain risks and uncertainties, known and unknown, including, without limitation, the timing of filing of the Corporation's audited financial statements, MD&A and related CEO and CFO certifications for the year ended December 31, 2008, the timing of filing of default status reports, the ability to secure new orders or new financing, our ability to secure the sale of our securities or assets, our ability to comply with the covenants and conditions contained in our outstanding convertible debentures with Ontario Teachers Pension Plan Board, the ability to retain our employees, product development or manufacturing delays, the ability of our current manufacturing suppliers to meet our production demands in terms of quantity, quality and costs, our ability to reach a satisfactory agreement with another supplier if necessary or, the ability to restart the construction of our manufacturing facility and if restarted, to construct our manufacturing facility on time and within the forecasted budget, changing environmental regulations, the ability to attract and retain business partners, the acceptance of our existing and new products, future levels of government funding, the need to obtain and maintain proprietary rights over our technology, competition from other technologies or new competitors, the ability to access the capital
required for research, product development, operations and marketing, the need to generate positive cash flow in the foreseeable future, potential legal liability related to the recall of our Green Goat® locomotives, changes in energy prices and currency levels. Further, actual results or events could differ materially from those contemplated in forward-looking statements as a result of the risks and uncertainties relating to the CCAA and Chapter 15 proceedings (collectively, the "Insolvency Proceedings") including: any negative impacts on the Corporation's business, results of operations, financial position, cash management arrangements and limitations on the Corporation's ability to freely deploy its cash resources throughout the company; relationships with employees, customers, creditors, suppliers and other stakeholders resulting from the Insolvency Proceedings; the failure of the Corporation or its U.S. subsidiary (collectively, the "Applicants") to obtain subsequent court orders extending the applicable stays of actions and proceedings against the Applicants to permit them to propose a restructuring plan to affected creditors; the adequacy of the Corporation's available cash on hand to fund its ongoing operations or ability to arrange for sufficient alternative debtor-in-possession financing during the Insolvency Proceedings; the failure of the Corporation to obtain the requisite approvals of affected creditors or the courts for any restructuring plan, or to successfully implement such a plan or obtain sufficient exit financing, if required, within the time granted by any court, which could result in substantially all of its debt obligations becoming immediately due and payable or subject to immediate acceleration, leading to the likely liquidation of the Applicants' assets; that the Corporation's existing securities could have no material value in, and following the approval of, a restructuring plan and could be cancelled; and the potential that the Toronto Stock Exchange may suspend trading or delist the Corporation's securities on or from such stock exchange as a result of the Insolvency Proceedings. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should the assumptions underlying our projections or forward-looking statements prove incorrect, our actual results may vary materially from those described in this report as intended, planned, anticipated, believed, estimated, or expected. Unless otherwise required by law, we do not intend or do not assume any obligation to update these forward-looking statements whether as a result of new information, plans, events or otherwise.

Contact Information

  • Railpower Technologies Corp.
    Kamila Wirpszo
    Vice-President, General Counsel and Corporate Secretary
    450-678-5277 ext.518