Minnova Provides Notice of Default
Minnova Provides Notice of Default
Toronto, Ontario--(Newsfile Corp. - July 20, 2023) - Minnova Corp. (TSXV: MCI) (OTC Pink: AGRDF)
"
Minnova
" or the "
Company
"), announces that it anticipates being late in filing its annual financial
statements (the "
Financial Statements
") and management discussion and analysis ("
MD&A
") for the
year ended March 31, 2023, by the prescribed deadline of July 31, 2023.
The anticipated delay is due, in part, to the complexity of the audit, the additional and high costs required
for the Company's auditors to complete their work and the Company's current financial position.
The Company has made an application with the applicable securities regulators under National Policy
12-203 -
Cease Trade Orders for Continuous Disclosure Defaults
("
NP 12-203
") requesting that a
management cease trade order be imposed in respect of the anticipated late filing rather than an issuer
cease trade order.
The issuance of a management cease trade order does not affect the ability of
persons who have not been directors, officers or insiders of the Company to trade in their securities.
The Company anticipates that it will in a position to prepare and file the Financial Statements and MD&A
on or prior to September 30, 2023.
The Company confirms that it will satisfy the provisions of the alternative information guidelines under NP
12-203 by issuing bi-weekly default status reports in the form of news releases for so long as it remains
in default of the filing requirements to file the Financial Statements and MD&A within the prescribed
period of time.
The Company confirms that there is no other material information relating to its affairs that has not been
generally disclosed and the Company is not subject to any insolvency proceedings.
In addition, the Company announces it has entered into an unsecured promissory note (the "
Promissory
Note
"), dated July 20, 2023, with a non-arm's length creditor to the Company (the "
Creditor
"), in the
principal amount of $33,000 (the "
Principal Amount
"). The Promissory Note will mature twelve (12)
months from the date of issuance (the "
Maturity Date
") and will be used by the Company for general
working capital purposes. In connection with the Promissory Note, the Company will issue an aggregate
of 132,000 common shares (the "
Common Shares
") of the Company, representing 20% of the
Principal Amount divided by the Market Price (as defined and determined in accordance with the
policies of the TSX Venture Exchange) at a deemed price of $0.05 per Common Share as a loan bonus.
Interest on the outstanding Principal Amount of the Promissory Note will accrue from the original date of
issue at a rate of fifteen percent (15%) per annum until the Maturity Date. Interest payments will be paid
monthly five (5) business days from last calendar day of each month, commencing on January 31, 2024
until the Maturity Date or such earlier date on which the Promissory Note is repaid.
All Common Shares issued in connection with the Promissory Note will be subject to a hold period of
four months plus a day from the date of issuance and the resale rules of applicable securities legislation.
The issuance of the Common Shares remains subject to receipt of all necessary corporate and
regulatory approvals, including the approval of the TSX Venture Exchange.
The issuance of the Promissory Note and the proposed issuance of the Common Shares constitutes a
related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral
Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
") as
the Creditor is a director of the Company. The Company is relying on the exemptions from the valuation
and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a)
of MI 61-101, as the Company is not listed on a specified market and the fair market value of Note does
not exceed 25% of the market capitalization of the Company in accordance with MI 61-101.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the
securities in the United States. The securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "
U.S. Securities Act
") or any state securities laws and
may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption from such registration is available.
About Minnova Corp.
Minnova Corp. is an evolving cleantech company building a worldwide pipeline of green energy projects.
Our subsidiary, Minnova Renewable Energy, is focused on innovative carbon reduction technologies
such as the 3rd generation biomass gasification technology developed by DUMA Engineering (2018)
Inc. As of September 30, 2022 Minnova owns 50% interest in DUMA. Acquisition of the remaining 50%
interest will consist of a combination of cash payments and shares and will be dependent on several
conditions, including; a) long run test performance of the demonstration plant to produce a 50%
hydrogen content syngas, b) other techno-economic and environmental considerations, and c) filing of
patent applications. In addition to receipt of all regulatory approvals.
Prior to 2021 Minnova Corp. has focused on the restart of its PL Gold Mine, which included completion
of a Positive Feasibility Study in 2018. The study concluded the restart of the PL Mine, at an average
annual production rate of 46,493 ounces over a minimum 5-year mine life was economically robust.
Importantly the global resource remains open to expansion, as does the reserve. The PL Gold Mine
benefits from a short pre-production timeline forecast at 15 months, a valid underground mining permit
(Environment Act 1207E), an existing 1,000 tpd processing plant, over 7,000 meters of developed
underground ramp to -135 metres depth. The project is fully road accessible and close to existing mining
infrastructure in the prolific Flin Flon Greenstone Belt of Central Manitoba.
Qualified Person
Mr. Chris Buchanan, M. Sc., P. Geo., a consultant of the Company and a "Qualified Person" under
National Instrument 43-101, has reviewed and approved the scientific and technical information in this
press release.
For more information please contact:
Minnova Corp.
Gorden Glenn
President & Chief Executive Officer
For further information, please contact Investor Relations at 647-985-2785 or
Visit our website at
www.minnovacorp.ca
Forward Looking Statements
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
This news release contains certain "forward-looking information" within the meaning of applicable
securities laws. Forward looking information is frequently characterized by words such as "plan",
"expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential",
"proposed" and other similar words, or statements that certain events or conditions "may" or "will"
occur. These statements are only predictions. Forward-looking information is based on the opinions
and estimates of management at the date the information is provided, and is subject to a variety of
risks and uncertainties and other factors that could cause actual events or results to differ materially
from those projected in the forward-looking information. For a description of the risks and uncertainties
facing the Company and its business and affairs, readers should refer to the Company's
Management's Discussion and Analysis. The Company undertakes no obligation to update forward-
looking information if circumstances or management's estimates or opinions should change, unless
required by law. The reader is cautioned not to place undue reliance on forward-looking information.
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to
comply with this restriction may constitute a violation of U.S. Securities laws.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/174270