TORONTO, ONTARIO--(Marketwired - April 28, 2015) - Carpathian Gold Inc. (TSX:CPN) (the "Corporation" or "Carpathian") is providing this second bi-weekly default status report in accordance with National Policy 12-203 respecting Cease Trade Orders for Continuous Disclosure Defaults ("NP 12-203"). On March 30, 2015, the Corporation announced (the "Default Announcement") that, for the reasons set out in the Default Announcement, the filing of the Corporation's audited annual financial statements, related management's discussion and analysis, accompanying CEO and CFO certifications and annual information form for the financial year ended December 31, 2014 (collectively, the "Required Filings") would not be completed by the prescribed period for the filing of such documents under Parts 4 and 5 of National Instrument 51-102 respecting Continuous Disclosure Obligations and pursuant to National Instrument 52-109 respecting Certification of Disclosure in Issuer's Annual and Interim Filings, namely within 90 days of the year-end, being March 31, 2015.
As a result of this delay in the filing of the Required Filings, the Ontario Securities Commission (the "OSC") issued a management cease trade order (the "MCTO") on April 17, 2015 against the Corporation's Interim Chief Executive Officer and Chief Financial Officer, as opposed to a general cease trade order against the Corporation. The MCTO prohibits all trading in securities of the Corporation, whether directly or indirectly, by the Corporation's Interim Chief Executive Officer and Chief Financial Officer until two full business days following receipt by the OSC of the Required Filings. The MCTO does not affect the ability of shareholders who are not insiders of the Corporation to trade their securities. However, the applicable Canadian securities regulatory authorities could determine, in their discretion, that it would be appropriate to issue a general cease trade order against the Corporation affecting all of the securities of the Corporation.
Carpathian's Board of Directors and management confirm that they are working expeditiously to meet the Corporation's obligations relating to the filing of the Required Filings no later than April 30, 2015.
Pursuant to the provisions of the alternative information guidelines specified in Section 4.4 of NP 12-203, the Corporation reports that since the Default Announcement:
- There have been no material changes to the information contained in the Default Announcement;
- There have been no failures by the Corporation to fulfil its stated intentions with respect to satisfying the provisions of the alternative reporting guidelines;
- There has not been, nor is there anticipated to be, any specified default subsequent to the default which is the subject of the Default Announcement; and
- There is no other material information respecting the Corporation's affairs that has not been generally disclosed.
Until the Required Filings have been filed, the Corporation intends to continue to satisfy the provisions of the alternative information guidelines specified in Section 4.4 of NP 12-203 by issuing bi-weekly default status reports in the form of further press releases, which will also be filed on SEDAR. The Corporation would file, to the extent applicable, its next default status report on or about May 13, 2015.
Should Carpathian fail to file the Required Filings by April 30, 2015 or fail to provide bi-weekly status reports in accordance with NP 12-203, the OSC can impose a cease trade order on Carpathian, such that all trading in securities of the Corporation cease for such period as the OSC may deem appropriate.
Carpathian is an exploration and development company whose primary business is gold production at its 100% owned Riacho dos Machados Gold Project in Brazil. In addition, it is also focussed on advancing its exploration and development plans on its 100% owned Rovina Valley Au-Cu Project located in Romania.
Certain statements contained in this press release constitute "forward-looking statements". These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Corporation's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this press release contains forward-looking statements relating to the audit and filing of the audited annual financial statements, related management's discussion and analysis, accompanying CEO and CFO certifications and annual information form for the year ended December 31, 2014. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Those assumptions and factors are based on information currently available to the Corporation. The material factors and assumptions with respect to the audited annual financial statements, related management's discussion and analysis, accompanying CEO and CFO certifications and annual information form for the year ended December 31, 2014 include the auditors not encountering anything out of the ordinary that would cause the auditors not to be able to complete the audit as anticipated. Risk Factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking statements include, among other things: general economic and business conditions, and political, social and other risks inherent in carrying on business in a foreign jurisdiction. Forward-looking statements contained in this press release are made based on Management's beliefs, estimates and opinions on the date the statements are made and the Corporation undertakes no obligation to update forward-looking statements and if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable law. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking statements. The forward-looking statements contained herein are expressly qualified by this cautionary statement.
The TSX does not accept responsibility for the adequacy or accuracy of this news release.
Interim Chief Executive Officer
+1(416) 368-7744 Ext. 233
+1(416) 363-3883 (FAX)