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CALGARY, Alberta, Dec. 31, 2025 (GLOBE NEWSWIRE) -- Reeflex Solutions Inc. (TSXV: RFX) (“Reeflex” or the “Company”) announces that, further to its announcement on December 17, 2025, the Alberta Securities Commission (the “ASC”), as principal regulator of the Company, has issued a management cease trade order (“MCTO”) under National Policy 12-203 Management Cease Trade Orders (“NP 12-203”).
The Company applied for the MCTO in connection with the inability to file its audited annual financial statements, management’s discussion and analysis and related CEO and CFO certifications for the financial year ended August 31, 2025 (collectively, the “Annual Filings”) by the required deadline of December 29, 2025 (the “Filing Deadline”) under Part 4 of National Instrument 51-102 Continuous Disclosure Obligations. The MCTO will restrict the Company’s CEO and CFO from trading in the Company’s securities until the Annual Filings are made but will not affect the ability of the general investing public to trade in the Company’s common shares.
The Company recently underwent a complex transaction, transitioning from a private, family-owned business to a fully IFRS-compliant public company by way of a reverse takeover transaction on May 16, 2025, and related acquisition of Coil Solutions Inc. (“CSI”) on May 15, 2025 (together, the “Transaction”). The Company changed its year end from December 31, 2025 to August 31, 2025 to align with the year end of its operating subsidiary, CSI. The Company also appointed MNP LLP as its new auditor, who advised that the Company’s interim financial statements for the quarter ended May 31, 2025, accompanying MD&A and Certificates (the “Q3 Filings”) are required to be restated to reflect CSI’s results only from the May 15, 2025 acquisition date, in accordance with IFRS. The need to restate the Q3 Filings, together with first-time public company audit requirements, has extended the time required to complete the audit of the Company’s year-end results and the preparation of the Annual Filings.
The Company is continuing to work diligently to complete the Annual Filings and the restatement of its Q3 Filings, and currently expects to complete the Annual Filings and the restatement of the Q3 Filings on or about January 29, 2025. The Company will issue a news release announcing the completion of such filings at that time. In the interim, the Company will comply with the alternative information guidelines set out in NP 12-203 that require the Company to issue bi-weekly status reports by way of news release for so long as the Annual Filings remain outstanding.
In accordance with the requirements of NP 12-203, the Company confirms that as of the date of this announcement (i) there have been no material changes to the information previously disclosed regarding the default that have not been generally disclosed; (ii) there have been no failures by the Company in fulfilling its stated intentions with respect to satisfying the provisions of the alternative information guidelines as set out in NP 12-203; (iii) there have been no other specified defaults by the Company under NP 12-203; (iv) the Company is not subject to any insolvency proceedings; and (v) there is no other material information concerning the affairs of the Company that has not been generally disclosed.
About Reeflex
Reeflex Solutions Inc. is a proudly Canadian company that delivers advanced engineering and manufacturing solutions across various industry sectors. Through our wholly-owned subsidiary, Coil Solutions Inc., we provide coiled tubing injectors and downhole tools for the oil & gas sector. Our manufacturing division, Ranglar Manufacturing, specializes in custom-designed mobile equipment for a wide range of industrial applications.
For further information, contact:
Reeflex Solutions Inc.
Trevor Conway
Executive Vice President & CFO
(403) 605-6167
Trevor.Conway@Reeflex.ca
www.Reeflex.ca
Cautionary Note Regarding Forward-Looking Information
This press release contains “forward-looking information” or “forward-looking statements” within the meaning of Canadian securities legislation. All statements included herein, other than statements of historical fact, including statements included in the “About Reeflex” section of this press release, are forward-looking. Generally, the forward-looking information and forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate”, “believes”, “estimates”, “expects”, “intends”, “may”, “should”, “will” or variations of such words or similar expressions. More particularly, and without limitation, this press release contains forward-looking information or forward-looking statements concerning the expected timing for the filing of the Annual Filings and restatement of the Q3 Filings. Reeflex cautions that all forward-looking information and forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of Reeflex, including expectations and assumptions concerning Reeflex, as well as other risks and uncertainties, including those described in Reeflex’s filings available on SEDAR+ at www.sedarplus.ca. Some of these risks include, but are not limited to, the risk that the Annual Filings and restatement of the Q3 Filings are filed later than anticipated. The reader is cautioned that assumptions used in the preparation of any forward-looking information or forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of Reeflex. The reader is cautioned not to place undue reliance on any forward-looking information or forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking information and forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and Reeflex does not undertake any obligation to update publicly or to revise any of the included forward-looking information or forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.
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.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
