Avalon Announces Revocation of Cease Trade Orders and Appointment of Directors
AVALON ANNOUNCES REVOCATION OF CEASE TRADE ORDERS AND APPOINTMENT
OF DIRECTORS
Toronto, Ontario – September 24, 2019– Avalon Works Corp. (“ Avalon” or the “Company”) is
pleased to announce that it has been successful in its applicat ions to the Ontario Securities
Commission, British Columbia Securities Commission and Alberta Securities Commission
(collectively, the “Commissions”) to revoke cease trade orders issued by each the above noted
Commissions (the “Cease Trade Orders”).
Continuous Disclosure Filings & Undertaking
The Cease Trade Orders were issued as a result of the Company’s failure to file the following
continuous disclosure materials within the timeframe stipulated by the applicable legislation:
a) Interim financial statements for the nine-month period ended May 31, 2010;
b) management’s discussion and analysis relating to the interim financial statements for the
nine-month period ended May 31, 2010; and
c) certification of the foregoing filings as required by Nation al Instrument 52-109 -
Certification of Disclosure in Issuers’ Annual and Interim Fili ngs (“NI 52-109”) (collectively, the
“Interim Filings”).
Subsequent to the issuance of the Cease Trade Orders, the Appli cant also failed to file, within
the timeframe stipulated by the applicable legislation: (a) aud ited annual financial statements,
management’s discussion and analysis and certifications require d by NI 52-109 for the financial
year ended August 31, 2010 (collectively, the “ 2010 Annual Filings ”) (b) interim financial
statements, interim management discussion and analysis and cert ifications required by NI 52-
109 for the periods ended November 30, 2010, February 28, 2011 and May 31, 2011
(collectively, the “ 2011 Interim Filings ”); (c) audited annual financial statements,
management’s discussion and analysis and certifications require d by NI 52-109 for the financial
year ended August 31, 2011 (collectively, the “ 2011 Annual Filings ”); (d) interim financial
statements, management’s discussion and analysis and certificat ions required by NI 52-109 for
the periods ended November 30, 2011, February 28, 2012 and May 31, 2012 (collectively, the
“2012 Interim Filings”); (e) audited annual financial statements, management’s discu ssion and
analysis and certifications required by NI 52-109 for the finan cial year ended August 31, 2012
(collectively, the “ 2012 Annual Filings ”); (f) interim financial statements, interim management
discussion and analysis and certifications required by NI 52-10 9 for the periods ended
November 30, 2012, February 28, 2013 and May 31, 2013 (collecti vely, the “ 2013 Interim
Filings”); (g) audited annual financial statements, management’s discu ssion and analysis and
certifications required by NI 52-109 for the financial year end ed August 31, 2013 (collectively,
the “ 2013 Annual Filings ”); (h) interim financial statements, management’s discussion a nd
analysis and certifications required by NI 52-109 for the perio ds ended November 30, 2013,
February 28, 2014 and May 31, 2014 (collectively, the “ 2014 Interim Filings ”); (i) audited
annual financial statements, management’s discussion and analys is and certifications required
by NI 52-109 for the financial year ended August 31, 2014 (coll ectively, the “ 2014 Annual
Filings”) (j) interim financial statements, interim management discuss ion and analysis and
certifications required by NI 52-109 for the periods ended Nove mber 30, 2014, February 28,
2015 and May 31, 2015 (collectively, the “ 2015 Interim Filings ”); (k) audited annual financial
statements, management’s discussion and analysis and certificat ions required by NI 52-109 for
the financial year ended August 31, 2015 (collectively, the “ 2015 Annual Filings ”); (l) interim
financial statements, management’s discussion and analysis and certifications required by NI
52-109 for the periods ended November 30, 2015, February 29, 20 16 and May 31, 2016
(collectively, the “ 2016 Interim Filings ”); (m) audited annual financial statements,
management’s discussion and analysis and certifications require d by NI 52-109 for the financial
year ended August 31, 2016 (collectively, the “ 2016 Annual Filings ”); (n) interim financial
statements, interim management discussion and analysis and cert ifications required by NI 52-
109 for the periods ended November 30, 2016, February 28, 2017 and May 31, 2017
(collectively, the “ 2017 Interim Filings ”); (o) audited annual financial statements,
management’s discussion and analysis and certifications require d by NI 52-109 for the financial
year ended August 31, 2017 (collectively, the “ 2017 Annual Filings ”); (p) interim financial
statements, management’s discussion and analysis and certificat ions required by NI 52-109 for
the periods ended November 30, 2017, February 28, 2018 and May 31, 2018 (collectively, the
“2018 Interim Filings”); (q) audited annual financial statements, management’s discu ssion and
analysis and certifications required by NI 52-109 for the finan cial year ended August 31, 2018
(collectively, the “ 2018 Annual Filings ”) (r) interim financial statements, interim management
discussion and analysis and certifications required by NI 52-10 9 for the periods ended
November 30, 2018 (collectively, the “2019 Interim Filing”).
Remedial action was taken by Company management on February 11, 2019, March 26, 2019
and September 16, 2019, whereby the Company filed its 2017 Annu al Filings, 2018 Annual
Filings, 2018 Interim Filings and 2019 Interim Filing and in th e absence of the Company having
filed a management information circular, Form 52-110F2 Audit Co mmittee Disclosure (Venture
Issuers), Form 51-102F6V Statement of Executive Compensation (V enture Issuers) as required
by National Instrument NI-51-102 and Form 58-101F2 Corporate Go vernance Disclosure
(Venture Issuers) as required by National Instrument NI-58-101 on the System for Electronic
Document Analysis and Retrieval (“SEDAR”).
Additionally, as a condition of revoking the Ontario cease trad e order, the Ontario Securities
Commission requested that the Company undertake not to complete a restructuring transaction,
significant acquisition or reverse takeover of a business not l ocated in Canada unless the
Company first receives a receipt for a final prospectus in resp ect of such business. The
Company has given such undertaking.
Shareholder Meeting & Audit Committee
The Company has given an undertaking to the Ontario Securities Commission to hold a
shareholder meeting within three months of the date hereof. The Company is in the process of
reviewing and adjusting its current business strategies in seek ing out new opportunities that
best suit the Company and its shareholders.
Additionally, the Company has added the following directors to Avalon’s Board of Directors.
These additions bring further knowledge and experience to Avalo n’s board and Audit
Committee.
Mr. Andrew O’Neil
Andrew O’Neil is a wholesale dealer in the automotive industry, importing and exporting within
both the American and Canadian markets. Mr. O’Neil is also quit e active in the Forex market, in
the Canada-US border trade consulting and he is an advisor in t he Canadian residential real
estate development business.
Mr. Éric Latrémouille
Eric Latremouille is an IT Consultant in the arena of Computer security, cybersecurity and
information technology security. With over 25 years of experien ce in the private consulting with
SME in the field of Information Technology in Canada, Mr Latrem ouille has added value in its
field by optimizing IT processes to maximize and utilize digiti zing methods to increase
profitability and minimize cyber risks.
Me. Michel Lebeuf Jr
Me Michel Lebeuf Jr, lawyer, practices primarily in securities, particularly in the areas of natural
resources, institutional and corporate financing, and public an d private mergers and
acquisitions. He represents public companies, securities broker s, buyers, sellers, bankers, and
financial advisors. He provides strategic advice on access to p ublic capital markets, securities,
and structured products. Over the past years, Me Lebeuf has wor ked for many mining projects
in Africa (Democratic Republic of Congo, Ethiopia, Angola, etc. ) and his services are regularly
used by mining developers, mining companies, and investment ban king companies eager to
develop mining projects in these countries. Michel Lebeuf who s erves as lawyer to the
Corporation, has been determined to not be independent within the meaning of NI 58-101.
Mrs. Véronique Laberge
After obtaining a Bachelor of Business Administration with a ma jor in accounting, Mrs Laberge
began her career in 2005 working in an accounting firm. In this role, she provided assurance
services to various private sector companies. She subsequently accepted a management
position in the professional services field, where she gained i nsight into the world of business.
Mrs Laberge decided to return to professional accounting in 201 8, setting up her own practice.
She is a chartered professional accountant and auditor with mor e than 12 years of hands-on
experience. Véronique Laberge, who serves as internal CPA of th e Corporation, has been
determined to not be independent within the meaning of NI 58-101.
Mrs. Sabrina Lesage
Sabrina Lesage is the CFO of FX Capital Ltd and related compani es. With a business degree
from University of Ottawa, Ms Lesage is a senior advisor in the areas of residential real estate
investment, mezzanine financing and hospitality accounting. Sab rina Lesage who serves as
employee of an affiliate of the Corporation has been determined to not be independent within
the meaning of NI 58-101.
Furthermore, the Board of Directors established the composition of the Audit Committee to be
comprised of Michael Paul Clemann, Andrew O’Neil and Éric Latrémouille.
For more information, please contact:
Michael Clemann
President & Chief Executive Officer
Tel: 819 685-9333
Important Information About Forward-Looking Statements
All statements in this news release that are other than statements of historical facts are forward-
looking statements, which contain our current expectations about our future results. Forward-
looking statements involve numerous risks and uncertainties. We have attempted to identify any
forward-looking statements by using words such as "anticipates," "believes," "could," "expects,"
"intends," "may," "should" and other similar expressions. Although we believe that the
expectations reflected in all of our forward-looking statements are reasonable, we can give no
assurance that such expectations will prove to be correct.
A number of factors may affect our future results and may cause those results to differ materially
from those indicated in any forward-looking statements made by us or on our behalf. Such factors
include our limited operating history; our need for significant capital to finance internal growth as
well as strategic acquisitions; our ability to attract and retain key employees and strategic
partners; our ability to achieve and maintain profitability; fluctuations in the trading price and
volume of our stock; competition from other providers of similar products and services; and other
unanticipated future events and conditions.