Mr. George Lunick reports
PEARL RIVER ANNOUNCES DELAY IN FILING OF ANNUAL FILINGS AND APPLICATION FOR MANAGEMENT CEASE TRADE ORDER
Further to the news release dated Jan. 8, 2025, in connection with the recent change of auditor that will result in delays in the completion of its audit, Pearl River Holdings Ltd. will be unable to meet the filing deadline of April 30, 2025, for filing of the following continuous disclosure documents:
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The company's annual audited financial statements for the year ended Dec. 31, 2024, as required by Section 4.2 of National Instrument 51-102 (Continuous Disclosure Obligations);
- The company's management's discussion and analysis for the year ended Dec. 31, 2024, as required by Section 5.1(2) of NI 51-102;
- The certification of the annual filings for the year ended Dec. 31, 2024.
The delay is a result of the need to change the auditor of the company in late December, 2024, due to the fact that its former auditor advised the company that it would not stand for reappointment as external auditor of Pearl River for the year ended Dec. 31, 2024.
In response to the annual filings delay, the company has applied to the Ontario Securities Commission for a management cease trade order under National Policy 12-203 (Management Cease Trade Orders) that will prohibit the management of the company from trading in the securities of the company until such time as the annual filings are filed. No decision has yet been made by the Ontario Securities Commission on this application. The Ontario Securities Commission may grant the application and issue the MCTO, or it may impose an issuer cease trade order if the annual filings are not filed in a timely fashion.
The company continues to work to complete the company's annual financial statements, and expects to file the annual filings by May 30, 2025, and will issue a news release once the annual filings have been filed. Pearl River has made all efforts and allocated all available resources to the preparation, completion and filing of the annual filings. Until the company files the annual filings, it will comply with the alternative information guidelines set out in NP 12-203. The guidelines, among other things, require the company to issue biweekly default status reports in the form of news releases for so long as the annual filings have not been filed.
Until the company has filed the annual filings, members of the company's management and other insiders are subject to an insider trading blackout policy as per its internal insider trading policy that is consistent with the principles in Section 9 of National Policy 11-207 (Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions). The company confirms that, other than as disclosed in prior press releases and material change reports, there have been no material business developments since the filing on Nov. 29, 2024, of the company's interim financial reports for the period ended Sept. 30, 2024. There are no insolvency proceedings involving the company.
About Pearl River Holdings Ltd.
Through its subsidiaries, Pearl River has its principal business in the manufacturing and distribution of plastic products in China, Australia and the United States.
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