Mr. Bruce Nurse reports
PUREWAVE HYDROGEN CORP. ANNOUNCES APPLICATION FOR MANAGEMENT CEASE TRADE ORDER AND $300,000 PRIVATE PLACEMENT
Purewave Hydrogen Corp. has made an application to the Alberta Securities Commission to approve a temporary management cease trade order under National Policy 12-203
(Management Cease Trade Orders), which, if granted, will prohibit trading in securities of the corporation by the director, interim chief executive officer and chief financial officer of the corporation until such time as the required filings (as defined below) and all continuous disclosure requirements have been filed by the corporation, and the MCTO has been lifted. During the period in which the MCTO is effective, the public, which is not an insider of the corporation, will continue to be able to trade in the corporation's listed securities. The MCTO application has been made, but there is no guarantee or assurance that the MCTO will be granted.
The corporation expects it will be unable to file its audited financial statements for the year ended Aug. 31, 2025, management's discussion and analysis, and related director, interim chief executive officer and chief financial officer certificates for this period before the Dec. 29, 2025, filing deadline. The default is primarily due to delays in the completion of the audit, resulting from the corporation's inability to secure sufficient financing to pay audit fees and related professional costs and the corporation's current funding shortfall, which has impacted its ability to retain necessary audit and financial reporting resources.
As of the date of this announcement, the corporation confirms that it is not subject to any insolvency proceedings. Other than as disclosed above, there is no other material information concerning the affairs of the corporation that has not been generally disclosed. The corporation anticipates that it will be in a position to remedy the default by filing the required filings on or before Feb. 27, 2026. The MCTO will remain in effect until the required filings are completed.
The corporation intends to satisfy the provisions of the alternative information guidelines set out in sections 9 and 10 of NP 12-203 so long as the required filings are outstanding.
Private placement
The company also announces that it intends to complete a non-brokered private placement financing of up to $300,000. The company intends to issue up to 12 million units at a price of 2.5 cents per unit for gross proceeds of up to $300,000. Each unit will consist
of one common share and one-half of one common share purchase warrant. Each whole warrant will be exercisable into one common share at an exercise price of five cents per share for a period of 24 months from the date of issuance. The financing price of 2.5 cents per unit reflects the closing price of the company's common shares on the TSX Venture Exchange on Dec. 17, 2025. The company intends to rely on the exchange's exemption for pricing financings below five cents, pursuant to which no more than 10 per cent of the gross proceeds from the
financing will be allocated to investor relations activities. The securities to be issued under the financing will be subject to a four-month hold period from the date of issuance in accordance with applicable securities laws. The financing is subject to all necessary regulatory approvals, including the acceptance of the exchange.
The net proceeds from the financing will be used for working capital and general corporate purposes.
Management expects to close this financing and secure the required funds within the next 60 days. Upon receipt of the financing, the corporation will immediately pay outstanding audit fees and provide all required documentation to its auditor.
We seek Safe Harbor.
© 2025 Canjex Publishing Ltd. All rights reserved.