BURLINGTON, Ontario--(BUSINESS WIRE)--Anaergia Inc. (“Anaergia” or the “Company”) (TSX: ANRG) announced today that it will further delay filing its annual information form for the year ended December 31, 2022, audited annual consolidated financial statements for the year ended December 31, 2022, the related management’s discussion and analysis of financial condition and results of operations and CEO and CFO certificates relating to the audited annual financial statements as required by National Instrument 52-109 – Certificate of Disclosure in Issuers’ Annual and Interim Filings (collectively, the “Required Documents”) beyond the March 31, 2023 deadline.
During its audit of the Company’s annual consolidated financial statements, KPMG LLP (“KPMG”) identified a potential adjustment related to a change in the determination of the acquisition date of a business combination during the year from the third quarter to the second quarter of 2022, which may necessitate changes to the Company’s accounting for the acquisition.
The Company’s analysis of the impact of the change in the determination of the acquisition date and KPMG’s subsequent audit procedures on this analysis will not be completed prior to the March 31, 2023 filing deadline for the Required Documents. The Company is currently working diligently to complete the analysis and facilitate the completion of the audit of the annual consolidated financial statements by KPMG at the earliest possible date and currently expects to be in a position to file the Required Documents by April 10, 2023 or sooner.
Anaergia has also applied to the Ontario Securities Commission (the “OSC”), as principal regulator, for the imposition of a management cease trade order under National Policy 12-203 – Management Cease Trade Orders (“NP 12-203”) throughout the duration of the default. However, there can be no assurance that a management cease trade order will be granted.
The management cease trade order, if approved, will generally not affect the ability of persons who are not or have not been management of Anaergia to trade in its securities.
Anaergia confirms that it will satisfy the provisions of the alternative information guidelines under NP 12-203 by issuing bi-weekly default status reports, if necessary, in the form of news releases for so long as it remains in default of the above-noted filing requirements. The OSC may issue a general cease trade order against Anaergia for failure to file the Required Documents within the prescribed time period or sooner if Anaergia fails to file the prescribed status reports.
Anaergia confirms that there are no insolvency proceedings to which it is subject and there is no other material information relating to its affairs that has not been generally disclosed.
Other than as disclosed herein, Anaergia is up to date in its filing obligations.
Anaergia was created to eliminate a major source of greenhouse gases by cost effectively turning organic waste into renewable natural gas (RNG), fertilizer and water, using proprietary technologies. With a proven track record from delivering world-leading projects on four continents, Anaergia is uniquely positioned to provide end-to-end solutions for extracting organics from waste, implementing high efficiency anaerobic digestion, upgrading biogas, producing fertilizer and cleaning water. Our customers are in the municipal solid waste, municipal wastewater, agriculture, and food processing industries. In each of these markets Anaergia has built many successful plants including some of the largest in the world. Anaergia owns and operates some of the plants it builds, and it also operates plants that are owned by its customers.
This news release contains forward-looking information within the meaning of applicable securities legislation, which reflects the Company’s current expectations regarding future events, including statements relating to the Company’s process to obtain the Potential Financial. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control. Such risks and uncertainties include, but are not limited to, the factors discussed under “Risk Factors” in the Company’s annual information form dated March 28, 2022 for the fiscal year ended December 31, 2021. Actual results could differ materially from those projected herein. Anaergia does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required under applicable securities laws.
For more information, please see: www.anaergia.com