OTTAWA,
ON, May 13, 2022 /CNW/ - Clearford Water
Systems Inc. (TSXV: CLI) ("Clearford" or the
"Company") announces that on May 12,
2022 (the "Filing Date") it filed a Proposal
("Proposal") pursuant to the provisions of Part III of the
Bankruptcy and Insolvency Act (Canada) (the "BIA").
As announced on April 29, 2022,
the Company filed a Notice of Intention to Make a Proposal (the
"NOI") pursuant to Section 50.4 of the BIA and KSV
Restructuring Inc. was appointed as the proposal trustee (the
"Proposal Trustee") in the Company's Proposal
proceedings and is assisting the Company in its restructuring
efforts. The Proposal Trustee has the authority to, among other
things, report to the Company's creditors on the Proposal, assist
with the proof of claims process, chair the meeting of the
creditors (the "Meeting") (subject to the approval of the
Official Receiver) and generally assist with Clearford's
restructuring.
The Proposal was developed with the support of certain senior
secured creditors (the "Sponsors"). On May 12, 2022, the Company and the Sponsors
executed a Restructuring and Support Agreement in which the
Sponsors outline the terms of their support for the compromises,
arrangements and transactions contemplated by the Proposal and
agree to continue to fund the Company through to the conclusion of
the restructuring process. The Company, therefore, is expected to
meet all of its obligations incurred after the Filing Date.
The Proposal is intended to fully satisfy the Company's
obligations to both its unsecured creditors and the Sponsors, as
well as to continue its business as a going concern. As announced
on April 29, 2022, only Clearford
Water Systems Inc. has filed the Proposal, and its subsidiaries,
including Clearford Waterworks Inc. are not subject to these
proceedings. All of Clearford's subsidiaries continue to operate in
the ordinary course.
If the Proposal is approved, it is anticipated that the
Company's issued and outstanding common shares will be exchanged
for redeemable shares. The redeemable shares are expected to be
redeemed for nominal consideration in the aggregate and, pending
Court approval of the Proposal, delisted. Trading in the Company's
common shares on the TSX Venture Exchange ("TSX-V") remains
halted. There is no certainty as to timing or likelihood that the
common shares will recommence trading on the TSX-V.
The commencement of the NOI proceedings has the effect of
imposing a statutory stay of proceedings that protects the Company
and its assets from enforcement action while the Proposal Trustee
takes the steps necessary to advance the restructuring process and
to conduct the Meeting to vote on the Proposal and, if approved by
the creditors, to schedule the hearing for Court approval of the
Proposal.
It is expected that the meeting of the Company's creditors will
be held June 2, 2022. Further
details regarding the date and time of the meeting of creditors
will be available on the Proposal Trustee's website by May 13, 2022. Creditors will also receive
notification from the Proposal Trustee of the date and time of the
creditors' meeting.
Clearford believes that the Proposal provides the best possible
outcome for its stakeholders in the circumstances, and also allows
for the continuity of the business.
Within ten days of the creditors' meeting the Proposal Trustee
will be sending a report concerning the Proposal to all of the
Company's known creditors. The Proposal Trustee will also be
sending all known creditors a proof of claim form.
Information regarding these proceedings is available on the
Proposal Trustee's website
(https://www.ksvadvisory.com/experience/case/cwsi).
Clearford also announces today the departure of its CFO,
Mark McGuire. Mr. McGuire's tenure
as the Company's CFO will end effective June
23, 2022. The Company thanks Mr. McGuire for his
service.
About Clearford Water Systems
Inc.
Clearford Water Systems is a provider of unified water
management solutions for the design, deployment, finance and
operation of water infrastructure systems. Clearford is one of the
largest operators of private water and wastewater systems in
Ontario with over 260 sites across
the province. Our diverse team of licensed engineers, certified
operators and technical staff provide total solutions that meet the
water management needs of owners, property managers, and
communities. In-house personnel include designers and technical
specialists in, water and wastewater, engineering, compliance &
regulations, construction services, and health & safety.
The Company's technology-based water solutions include Clearford
One® wastewater infrastructure systems, and a full range of UV
Pure® water disinfection products. Clearford is the winner of the
Frost & Sullivan 2017 Enabling Technology Leadership Award for
Global Decentralized Water & Wastewater Treatment. For more
information, visit www.clearford.com.
Forward Looking Statement
This news release includes certain "forward-looking statements"
under applicable Canadian securities legislation that are not
historical facts. Forward-looking statements involve risks,
uncertainties, and other factors that could cause actual results,
performance, prospects, and opportunities to differ materially from
those expressed or implied by such forward-looking statements.
Forward-looking statements can be identified by words such as:
"anticipate," "expect," "likely," "plan," "will" and similar
references to future periods. Forward-looking statements in this
news release include, but are not limited to, statements regarding
the Company's ability to complete a creditor proposal, bankruptcy,
or complete a restructuring, its ability to continue as a going
concern, its ability to meet all of its obligations incurred from
the Filing Date, the trading status of the common shares of the
Company, or the exchange of common shares for redeemable shares.
The statements are dependent on a number of assumptions and risk
factors. Consequently, all of the forward-looking statements made
in this press release are qualified by these cautionary statements
and other cautionary statements or factors contained herein, and
there can be no assurance that the actual results or developments
will be realized or, even if substantially realized, that they will
have the expected effects on the Company. These forward-looking
statements are made as of the date of this press release. Except as
required by applicable securities legislation, the Company assumes
no obligation to update publicly or revise any forward-looking
statements to reflect subsequent information, events, or
circumstances.
Neither the 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.
SOURCE Clearford Water Systems Inc.