Reservoir Capital Corp. (CSE: REO) (“
REO” or
the “
Company”) 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 MCTO as a result
of complexities caused by COVID-19 in Nigeria, Mauritius and
Canada, which have impacted the Company’s ability to complete its
audit.
The Company expects to file the Annual Filings
as soon as they are available, but in any event no later than June
26, 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 Canadian Securities 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.
About Reservoir Capital
Corp.
REO’s asset portfolio comprises
minority indirect economic interests in clean power assets
(currently 4 hydro power plants) representing
46.3MW of net operating capacity.
REO’s latest 9 months Financial Statement
(ended Sept 30, 2019) shows a dividend income from the company’s
investments of $1,000,649 and operating cash flow from continuing
operations of $716,890 during the period.
REO’s Vision & Mission is
to assemble a balanced portfolio of producing and near-production
clean energy assets (with a current focus on Hydro &
Geothermal) in growing economies (with a current focus on
Africa).
REO’s strategy to achieve its
Vision is to approach shareholders of privately held quality assets
and offer them diversification, liquidity and exposure to a growing
portfolio assembled following a disciplined investment policy.
REO’s investment policy
consists essentially in taking carefully selected minority economic
interests in quality clean power assets in key geographies,
targeting regular dividend income over long periods, while offering
the potential for capital gain in the medium term.
Further Information
For more information on the Company, please
visit www.reservoircapitalcorp.com. Investors are cautioned that
trading in the securities of REO should be considered highly
speculative. Additional information on these and other factors that
could affect the operations or financial results of REO are
included in REO’s CSE Listing Statement and most recently filed
quarterly report, each of which is filed with applicable Canadian
securities regulators and may be accessed through the SEDAR website
(www.sedar.com). The CSE have neither approved nor disapproved the
contents of this news release.
For any clarification, one may
contact:
Lewis RefordCEO,
Reservoir Capital Corp.Telephone: 416-399-2274Email:
ceo@reservoircap.team
NEITHER THE CSE NOR THE INVESTMENT
INDUSTRY REGULATORY ORGANIZATION OF CANADA ACCEPTS RESPONSIBILITY
FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Forward Looking Statements
Cautionary Note Regarding Forward-Looking
Statements: This release includes certain statements and
information that may constitute forward-looking information within
the meaning of applicable Canadian securities laws. Forward-looking
statements relate to future events or future performance and
reflect the expectations or beliefs of management of the Company
regarding future events. Generally, forward-looking statements and
information can be identified by the use of forward-looking
terminology such as “intends” or “anticipates”, or variations of
such words and phrases or statements that certain actions, events
or results “may”, “could”, “should”, “would” or “occur”. This
information and these statements, referred to herein as
“forward‐looking statements”, are not historical facts, are made as
of the date of this news release and include without limitation,
statements regarding discussions of future plans, estimates and
forecasts and statements as to management's expectations and
intentions with respect to, among other things, completion of the
Consolidation and management expectations that it will miss the
filing deadline for the Annual Filings and the ability of the
Company to file the Annual Filings within the time period described
herein.
These forward‐looking statements involve
numerous risks and uncertainties and actual results might differ
materially from results suggested in any forward-looking
statements. These risks and uncertainties include, among other
things: the Company being unable to file the Annual Filings in the
proposed timeframe; the Company completing the Consolidation; the
Company not receiving the necessary regulatory approvals in respect
of any of the transactions contemplated herein; recent market
volatility; and the state of the financial markets for the
Company’s securities.
In making the forward looking statements in this
news release, the Company has applied several material assumptions,
including without limitation, that: the Company will be able to
file the Annual Filings in the proposed time frame; and the Company
will receive the necessary regulatory approvals in respect of each
of the transactions contemplated herein.
Although management of the Company has attempted
to identify important factors that could cause actual results to
differ materially from those contained in forward-looking
statements or forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such statements will prove
to be accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking
statements and forward-looking information. Readers are cautioned
that reliance on such information may not be appropriate for other
purposes. The Company does not undertake to update any
forward-looking statement, forward-looking information or financial
out-look that are incorporated by reference herein, except in
accordance with applicable securities laws. We seek safe
harbor.
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