African Energy Metals Inc. (TSXV: CUCO; FSE: BC2; OTCQB: NDENF; WKN: A3DEJG) (“African Energy Metals” or the “Company”) announces the extension of the closing date on the Falea acquisition to May 30, 2023. The Company also announces the appointment of a new auditor and the Company’s potential delay in filing its annual financial statements for the year ended December 31, 2022, and related management discussion and analysis and certifications (collectively, the “Financial Statements”) and the CEO and CFO certificates relating to the Financial Statements (the “Required Filings”) beyond the prescribed filing deadlines.
Mali Acquisition Agreement
The Company is pleased to announce the Company and GoviEx Uranium Inc. (TSX-V: GXU; OTCQX: GVXXF) (“GoviEx”) have agreed to extend the outside date of the share purchase agreement announced on January 18, 2023, from April 14, 2023, to May 30, 2023. The extension provides for additional time to obtain documents required to comply with the TSXV filing and to allow for the completion of the Financial Statements by the Company.
Appointment of New Auditor
The Company is pleased to announce it has retained Vancouver based Saturna Group Chartered Professional Accountants LLP to act as auditors for the Company, replacing PricewaterhouseCoopers LLP. There were no disagreements between the Company and PricewaterhouseCoopers LLP.
Potential Delay in Filing
The Company’s potential delay in filing its Required Filings on time is because it has recently decided to engage Saturna Group Chartered Professional Accountants LLP as auditors of the Company. As part of the formal change of auditor process under National Instrument 51-102 – Continuous Disclosure Obligations, the Notice of Change of Auditor, together with the letter from the former auditor, was filed on April 20, 2023 and posted on the Company’s profile at www.sedar.com.
Considering the foregoing factors, it is the Company’s view that should the Required Filings not be filed by May 1, 2023, then, the present circumstances warrant the imposition of a management cease trade order (“Management CTO”), rather than a cease trade order (“CTO”), as contemplated under National Policy 12-203 – Management Cease Trade Orders (“NP 12-203”).
The Company has applied for a Management CTO, however there is no assurance that it will be granted.
The Company’s Required Filings are required to be filed within one month of the prescribed filing deadline of May 1, 2023. The Company’s failure to file such Required Filings within this one-month period may result in the securities commissions or regulators imposing an Issuer Cease Trade Order.
The Company proposes to remedy the fault by working with its new auditor to ensure the filing of its Required Filings as soon as possible. The Company expects to be able to issue and file the Required Filings by no later than May 30, 2023.
The Company therefore fully expects to file its Required Filings prior to the end of the additional one-month period as prescribed by NP 12-203. Further, the Company has confirmed that it intends to satisfy the provisions of the alternative information guidelines described in sections 9 and 10 of NP 12-203 for so long as it remains in default for failure to file the Required Filings. Should the Company fail to file the appropriate Default Status Reports as prescribed by NP 12-203, the securities commissions or regulators may, because of such failure, impose an Issuer Cease Trade Order.
The Company confirms that it is not subject to any insolvency proceeding as of the date hereof. The Company also confirms that there is no other material information concerning the affairs of the Company that has not been generally disclosed as of the date herein.
About African Energy Metals
African Energy Metals is a natural resource company with a focus on the acquisition, exploration, development, and operation of uranium, copper, cobalt, and lithium energy metals projects in Africa. African Energy Metals has the intention of acquiring interests in additional concessions or relinquishing concessions in the normal course of business. African Energy Metals has an experienced management team located in the DRC.
For further information, please contact:
For further information, please contact:
Stephen Barley, Executive Chairman
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release may contain forward-looking information within the meaning of applicable securities laws. All information and statements other than statements of current or historical facts contained in this news release are forward-looking information.
Forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in African Energy Metals’ periodic filings with Canadian securities regulators. When used in this news release, words such as “will”, “could”, “plan”, “estimate”, “expect”, “intend”, “may”, “potential”, “should,” and similar expressions, are forward- looking statements. Information provided in this document is necessarily summarized and may not contain all available material information.
Forward-looking statements include those in relation to the filing of the Required Filings and the anticipated timing thereof. Although African Energy Metals believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can’t make any assurances that its expectations will be achieved. Such assumptions may prove incorrect.
Forward looking statements are necessarily based upon a number of estimates, and assumptions (including the receipt of regulatory approvals) that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward looking statements.
The forward-looking statements in this news release are made as of the date of this news release, and African Energy Metals disclaims any intention or obligation to update or revise such information, except as required by applicable law.