May 2 2012
New Guinea Gold Corporation (“New Guinea Gold” or the “Company”) announces that it has received a Management Cease Trade Order (“MCTO”) from the British Columbia Securities Commission (“BCSC”), the principal regulator of New Guinea Gold, in accordance with part 4 of National Policy 12-203 - Cease Trade Orders for Continuous Disclosure Defaults (“NP 12-203″).
The Company applied for the MCTO because its 2011 annual audited financial statements, management’s discussion and analysis, and corresponding CEO and CFO certifications for the year ended December 31, 2011 (collectively, the “Annual Financial Filings”) were not filed by the required filing deadline of April 30, 2012 (the “Filing Deadline”). As disclosed in the Company’s news release dated April 24, 2012 (The “Default Announcement”), the Annual Financial Filings were not filed before the Filing Deadline due to unforeseen delays in the completion of the Company’s proposed plan of arrangement (the “Arrangement”) with PNG Gold Corporation (“PNG Gold”). The Company had anticipated that the Arrangement would be completed prior to the Filing Deadline, and therefore that the Annual Financial Filings would not be required.
While the Company remains committed to the completing of the Arrangement by the May 31, 2012 deadline and has indicated to PNG Gold in writing that it is prepared to waive the condition precedent in its favour that PNG Gold obtain two year renewals for its exploration licenses in Papua New Guinea, it awaits PNG Gold’s decision on whether PNG Gold wishes to consummate the Arrangement. New Guinea Gold will issue a news release before market opening on Monday, May 7, 2012 in respect of the status of the Arrangement.
As a result of the Company’s delay in making the Annual Financial Filings, on May 1, 2012, the BCSC issued the MCTO which imposes restrictions on all trading in and all acquisitions of securities of the Company, whether direct or indirect, by all of the persons who are currently directors or officers of the Company. All other parties are permitted to freely trade the Company’s securities.
New Guinea Gold’s auditors are completing the audit of the Company’s 2011 annual financial statements, and the Company continues to expect to file the Annual Financial Filings on or before May 30, 2012. Pursuant to the requirements of the Alternative Information Guidelines (the “AIG”) specified in Section 4.4 of NP 12-203, the Company confirms that since the issuance of the Default Announcement, there has not been any material change to the information provided therein, nor has there been any failure by the Company in fulfilling its stated intentions with respect to satisfying the AIG. In addition, there has not been any specified default by the Company under NP 12-203 other than the delay in filing the Annual Financial Filings, and there is no other material information concerning the affairs of the Company that has not been generally disclosed.
Until the Annual Financial Filings are filed, the Company intends to continue to satisfy the requirements of the Alternative Information Guidelines (the “AIG”) specified in Section 4.4 of NP 12-203 by issuing bi-weekly Default Status Reports, each of which will be issued in the form of a news release. The Company intends to file its next Default Status Report by May 14, 2012.