Subject: Pambili (TSXV: PNN) news release for immediate dissemination
Word Document
File: '\\swfile\EmailIn\20250611 153953 Attachment 25.06.11 PNN NR MCTO Update.docx'
NEWS RELEASE
Revised disclosure on Management Cease Trade Order
[NOT FOR DISTRIBUTION TO U.S. NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES]
CALGARY, Canada (June 11, 2025)--On May 08, 2025 Pambili Natural Resources Company ("Pambili" or the "Company") (TSXV: PNN) announced it had been granted a management cease trade order (the "Announcement"), following its inability to file its audited annual financial statements, management's discussion and analysis and related CEO and CFO certifications for the financial year ended December 31, 2024 (the "Required Filings") by the filing deadline of April 30, 2025, and as a result is in default of its obligations under Part 4 of National Instrument 51-102 Continuous Disclosure Obligations.
The Company wishes to provide an update regarding the status of its audit and the anticipated filing of the Required Filings, and the interim financial statements for the three-month period ended March 31, 2025 (the "Interim Statements").
At this time, the audit of the Required Filings has not formally commenced. While the Company has completed its internal preparation and assembled preliminary financial reports, no audit procedures have been initiated by the external auditor due to a delay in securing the required funding to proceed.
The recent capital raise (announced on April 07, 2025), while helpful, was not sufficient to cover both an urgent, non-deferrable interest payment and the initial financial obligations required by the auditor. Originally, the Company intended to make a partial deposit to initiate the audit process; however, the auditor has since revised their terms and now requires full payment upfront before beginning audit work. This change in payment structure, combined with competing financial obligations, has resulted in a further delay.
The Company is actively pursuing additional financing and continues to prioritize securing the necessary funds to satisfy the auditor's upfront fee requirements. Upon confirmation of available funding, the Company will coordinate with the auditor to finalize a commencement date. Based on discussions with the auditor, the audit is expected to be completed within approximately thirty (30) days of commencement.
As a result of the above, the Company now anticipates filing:
The Required Filings, by August 31, 2025, and
The Interim Filings, by September 05, 2025.
The Company remains committed to completing its financial reporting obligations as soon as reasonably possible and will provide further updates as new information becomes available.
The Company confirms that since the date of the Announcement: (i) there has been no material change to the information set out in the Announcement that has not been generally disclosed; (ii) the Company is satisfying and confirms that it intends to continue to satisfy the provisions of the "alternative information guidelines" under National Policy 12-203 Management Cease Trade Orders ("NP 12-203") and issue bi-weekly default status reports for so long as the delay in filing the Required Filings is continuing, each of which will be issued in the form of a news release; (iii) there has not been any other specified default by the Company under NP 12-203; (iv) the Company is not subject to any insolvency proceedings; and (v) there is no material information concerning the affairs of the Company that has not been generally disclosed.
About Pambili Natural Resources Company: Pambili Natural Resources Company is a natural resources exploration and development company (www.pambilinrc.com) currently active in Zimbabwe.
For further information, contact:
Pambili Natural Resources Company
Jon Harris (CEO)
T: 403 277 4421
E: jon.harris@pambilinrc.com
Neither 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.
Caution Regarding Forward-Looking Information Forward-looking statements - Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. Forward-looking statements are often, but not always, identified by words such as "believes", "may", "likely", "plans", or similar words. Forward- looking statements included in this news release include statements with respect to activities in Zimbabwe. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company, including, but not limited to the impact of general economic conditions, industry conditions, currency fluctuations, and dependence upon regulatory approvals. The Company does not assume any obligation to update the forward-looking statements to reflect changes in assumptions or circumstances other than as required by applicable law.
PDF Document
File: Attachment 25.06.11 PNN NR MCTO Update.pdf
NEWS RELEASE
Revised disclosure on Management Cease Trade Order
[NOT FOR DISTRIBUTION TO U.S. NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES]
CALGARY, Canada (June 11, 2025)--On May 08, 2025 Pambili Natural Resources Company ("Pambili"
or the "Company") (TSXV: PNN) announced it had been granted a management cease trade order (the
"Announcement"), following its inability to file its audited annual financial statements, management's
discussion and analysis and related CEO and CFO certifications for the financial year ended December
31, 2024 (the "Required Filings") by the filing deadline of April 30, 2025, and as a result is in default of
its obligations under Part 4 of National Instrument 51-102 Continuous Disclosure Obligations.
The Company wishes to provide an update regarding the status of its audit and the anticipated filing of
the Required Filings, and the interim financial statements for the three-month period ended March 31,
2025 (the "Interim Statements").
At this time, the audit of the Required Filings has not formally commenced. While the Company has
completed its internal preparation and assembled preliminary financial reports, no audit procedures
have been initiated by the external auditor due to a delay in securing the required funding to
proceed.
The recent capital raise (announced on April 07, 2025), while helpful, was not sufficient to cover both an
urgent, non-deferrable interest payment and the initial financial obligations required by the auditor.
Originally, the Company intended to make a partial deposit to initiate the audit process; however, the
auditor has since revised their terms and now requires full payment upfront before beginning audit
work. This change in payment structure, combined with competing financial obligations, has resulted in
a further delay.
The Company is actively pursuing additional financing and continues to prioritize securing the necessary
funds to satisfy the auditor's upfront fee requirements. Upon confirmation of available funding, the
Company will coordinate with the auditor to finalize a commencement date. Based on discussions with
the auditor, the audit is expected to be completed within approximately thirty (30) days of
commencement.
As a result of the above, the Company now anticipates filing:
dot The Required Filings, by August 31, 2025, and
dot The Interim Filings, by September 05, 2025.
The Company remains committed to completing its financial reporting obligations as soon as
reasonably possible and will provide further updates as new information becomes available.
The Company confirms that since the date of the Announcement: (i) there has been no material change
to the information set out in the Announcement that has not been generally disclosed; (ii) the Company
is satisfying and confirms that it intends to continue to satisfy the provisions of the "alternative
information guidelines" under National Policy 12-203 Management Cease Trade Orders ("NP 12-203")
and issue bi-weekly default status reports for so long as the delay in filing the Required Filings is
continuing, each of which will be issued in the form of a news release; (iii) there has not been any other
specified default by the Company under NP 12-203; (iv) the Company is not subject to any insolvency
proceedings; and (v) there is no material information concerning the affairs of the Company that has
not been generally disclosed.
About Pambili Natural Resources Company: Pambili Natural Resources Company is a natural
resources exploration and development company (www.pambilinrc.com) currently active in Zimbabwe.
For further information, contact:
Pambili Natural Resources Company
Jon Harris (CEO)
T: 403 277 4421
E: jon.harris@pambilinrc.com
Neither 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.
Caution Regarding Forward-Looking Information Forward-looking statements - Certain information set forth in this
news release may contain forward-looking statements that involve substantial known and unknown risks and
uncertainties. Forward-looking statements are often, but not always, identified by words such as "believes", "may",
"likely", "plans", or similar words. Forward- looking statements included in this news release include statements with
respect to activities in Zimbabwe. These forward-looking statements are subject to numerous risks and uncertainties,
certain of which are beyond the control of the Company, including, but not limited to the impact of general economic
conditions, industry conditions, currency fluctuations, and dependence upon regulatory approvals. The Company
does not assume any obligation to update the forward-looking statements to reflect changes in assumptions or
circumstances other than as required by applicable law.
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