Decklar Resources Inc. (TSX-V: DKL) (OTC: DKLRF) (FSE:
A1U1) (
the “Company” or “Decklar”)
announces herewith a second revised default announcement from its
initial announcement dated April 16, 2024. The Company has applied
to the Alberta Securities Commission, (the “
ASC”),
under National Policy 12-203 - Management Cease Trade Orders
(“
NP 12-203”) requesting that a
temporary management cease trade order (“
MCTO”) be
granted in respect of the late filing of specified requirements as
per NP12-203, within the time period prescribed by securities
legislation of one or more of the following: (a) annual financial
statements; (b) annual MD&A; (c) an annual information form;
(d) a certification of filings under National Instrument 52-109
Certification of Disclosure in Issuers’ Annual Filings (the
“
Annual Filings”). The Annual Filings are required
to be filed on or before April 29, 2024. There is no guarantee that
an MCTO will be granted.
The Company, its auditor and its independent
reserves engineer require more time to complete the preparation,
reviews and audit of the Annual Filings. The delay has been caused
due to the Company’s constrained cash flow as a result of
operational difficulties in selling its crude oil in Nigeria and
the inability to satisfy its accounts payable.
The remediation plan will include Decklar
providing its auditor with all relevant documents relating to the
Corporation’s draft financial statements for the year ended
December 31, 2023, the related draft management’s discussion and
analysis of financial condition and draft results of operations for
those periods. The auditors work program, to meet their
responsibilities in accordance with Canadian generally accepted
auditing standards and to review and express an opinion on
Decklar’s December 31, 2023 financial statements will include (but
not limited to) the following:
- Obtaining an understanding of Decklar’s financial reporting
framework and internal controls and assessing key controls on a
test basis;
- Assessing the systems used to ensure compliance with applicable
legislative and related authorities pertaining to financial
reporting and other financial functions;
- Examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements;
- Assessing the appropriateness and consistency of accounting
principles used and their application;
- Assessing the significant estimates used by management;
and
- Assessing the entity’s use of the going concern basis of
accounting in the preparation of the consolidated financial
statements.
In addition, the remediation plan that will be
implemented between the Company and reporting reserve engineers, to
provide the reserves estimates and future net revenue forecasts,
prepared and presented in accordance with the Canadian standards
set out in the Canadian Oil and Gas Evaluation Handbook (“COGEH”)
and national Instrument 51-101 (“NI 51-101”) will include (but not
be limited) to the following:
- Kickoff meeting between the Company and the reporting reserve
engineering company (“reporting engineers”) to update and provide
production data including production volumes produced since the
December 31, 2022 reporting period as well as an update on work
program activities, costs and schedule;
- Reports will include;
- A reserves and contingent resources evaluation for the Oza
Field as of December 31, 2023
- A reserves evaluation for the Asaramatoru Field as of December
31, 2023
- A contingent resources evaluation for the Emohua Field as of
December 31, 2023
- Future production and revenue forecasts will be prepared for
the proved producing, proved developed, total proved, proved +
probable and the proved + probable + possible reserves cases and
for the low, best and high estimate contingent resources cases. One
price case will be prepared based on the latest reporting engineers
price forecast;
- All the data for the evaluation is expected to be provided to
reporting engineers in Calgary thus no travel to Nigeria is
anticipated as part of their work scope;
- The results of the evaluation will be presented in a detailed
property report and will include discussions of the geological
interpretations, geological mapping, a discussion of the
methodology for estimating the reserves and resources and revenue
forecasts and tabulations of the economic parameters for the
evaluation. The reporting engineers will also prepare sub-reports
for each of the three fields.
The Company will work closely with its auditor
and independent reserve engineer to complete the Annual Filings and
expects to file the Annual Filings on or about June 20, 2024.
If an MCTO is granted, the Company's directors
and senior officers and other insiders will not be able to trade
the Company's securities while the MCTO is in effect. The Company
confirms that it will comply with the provisions of the alternative
information guidelines as set out in NP 12-203 for so long as the
default remains in effect, including the issuance of bi-weekly
default status reports by way of news release.
The Company confirms, as of the date hereof,
that: (i) it is not subject to any insolvency proceeding; and (ii)
except as set forth below, there is no other material information
concerning the affairs of the Company that has not been generally
disclosed.
Decklar also announces the immediate resignation
of its Chief Financial Officer, David Halpin. David will continue
to support and assist Decklar as a consultant in the preparation of
the Annual Filings. The Company would like to thank David for his
contribution and wish him well in all his future endeavors. The
Company intends to seek a replacement Chief Financial Officer on an
interim basis while it searches for a new full-time permanent Chief
Financial Officer.
For further information about Decklar, see its
disclosure documents on SEDAR+ at www.sedarplus.ca or visit the
company’s website at https://www.decklarresources.com/
For further information:
Sanmi FamuyideChief Executive Officer Telephone: +234 703 332
2265Email: sanmi@decklarresources.com
Investor Relations: info@decklarresources.com
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
Cautionary Language
Certain statements made and information
contained herein constitute "forward-looking information" (within
the meaning of applicable Canadian securities legislation),
including, but not limited to, statements regarding: disclosure
regarding possible events, that are based on assumptions about
future economic conditions and courses of action, obtaining
necessary approvals from regulatory authorities, availability of
services and personnel necessary to complete required tasks in
order to fulfill regulatory requirements in a timely manner,
permits and agreements to allow access and production into
pipelines and deliveries of crude oil by truck, the timing for
payment of crude oil sales, the final execution of necessary
agreements to sell additional crude oil, the maintaining of stable
crude oil production, the ability to transport crude oil by
pipeline or truck, the continued access to functioning pipelines
and the availability of export vessels. All statements in this news
release, other than statements of historical facts, are
forward-looking statements. Such statements and information
(together, "forward looking statements") relate to future events or
the Company's future performance, business prospects or
opportunities. There is no certainty that definitive agreements in
respect of the Transaction will be entered into, or that any
conditions precedent contained therein will be satisfied on terms
satisfactory to the parties or at all.
All statements other than statements of
historical fact may be forward-looking statements. Any statements
that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions
or future events or performance (often, but not always, using words
or phrases such as "seek", "anticipate", "plan", "continue",
"estimate", "expect, "may", "will", "project", "predict",
"potential", "targeting", "intend", "could", "might", "should",
"believe" and similar expressions) are not statements of historical
fact and may be "forward-looking statements". Forward-looking
statements involve known and unknown risks, uncertainties and other
factors that may cause actual results or events to differ
materially from those anticipated in such forward-looking
statements. The Company believes that the expectations reflected in
those forward-looking statements are reasonable, but no assurance
can be given that these expectations will prove to be correct and
such forward-looking statements should not be unduly relied upon.
The Company does not intend, and does not assume any obligation, to
update these forward-looking statements, except as required by
applicable laws. These forward-looking statements involve risks and
uncertainties relating to, among other things, changes in oil
prices, results of exploration and development activities,
uninsured risks, regulatory changes, defects in title, availability
of materials and equipment, timeliness of government or other
regulatory approvals, actual performance of facilities,
availability of financing on reasonable terms, availability of
third party service providers, equipment and processes relative to
specifications and expectations and unanticipated environmental
impacts on operations. Actual results may differ materially from
those expressed or implied by such forward-looking statements.
The Company provides no assurance that
forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements. The Company
does not assume the obligation to revise or update these
forward-looking statements after the date of this document or to
revise them to reflect the occurrence of future unanticipated
events, except as may be required under applicable securities
laws.
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