Frontenac Mortgage Investment Corporation Announces Failure-To-File Cease Trade Order, Provides Update on Outstanding Filings, Pro Rata Redemption Plan, and Annual Meeting

30.06.25 20:59 Uhr

OTTAWA, ON, June 30, 2025 /CNW/ - Frontenac Mortgage Investment Corporation ("FMIC" or the "Company") announces that further to its press releases of May 12, 2025 and June 19, 2025, the Company continues to work diligently with MNP LLP ("MNP"), its external auditors, to complete the audit of the Company's annual financial statements for the year ended December 31, 2024. MNP has confirmed to the Company and the Ontario Securities Commission (the "OSC") that they expect to complete their work to permit the Company to file the financial statements, management's discussion and analysis, and related chief executive officer and chief financial officer certificates (the "Annual Filings") by July 29, 2025, and not July 18, 2025, as previously advised by MNP. There has been no change to the Company's expectation to file its outstanding unaudited interim financial statements for the three months ended March 31, 2025, management's discussion and analysis, and related chief executive officer and chief financial officer certificates (the "Interim Filings") concurrently with or as soon as practicable after its Annual Filings.

Given the further delay in filing, the OSC has advised the Company that it will revoke the management cease-trade order previously issued to the Company and issue a failure-to-file cease trade order ("FFCTO") under Multilateral Instrument 11-103 – Failure-to-File Cease Trade Ordersin Multiple Jurisdictions against the Company, effective July 3, 2025. The Company expects that the FFCTO will remain in effect until the Annual Filings and Interim Filings are filed. If and when issued, the FFCTO will prohibit all trading in common shares of the Company. Provided that the Annual Filings and Interim Filings are made within 90 days of the date of the FFCTO, such filings would constitute an application to revoke the FFCTO.

As a result of the delay in finalizing the Company's financial statements, the Company has delayed the redemption of common shares and related distribution that was anticipated to be completed in Q2 2025 pursuant to the Pro Rata Redemption Plan outlined in the Company's management information circular dated October 31, 2024. The Company expects to complete the redemption planned that was anticipated for Q2 2025 as soon as reasonably practicable after the filing of the Annual Filings and Interim Filings and the revocation of the FFCTO by the OSC. The Company remains committed to carrying out its Pro Rata Redemption Plan in a manner that is transparent, responsible, and aligned with the best interests of its shareholders.

FMIC also announces that its annual meeting of shareholders will be held on August 28, 2025 (the "Meeting"). Shareholders of record on July 18, 2025, will be entitled to receive formal notice of and vote at the Meeting. Proxy materials in respect of the Meeting will be sent to shareholders in due course.

Additional information about the Company is available under FMIC's profile on SEDAR+ at www.sedarplus.com.

Forward-Looking Statements

This press release contains certain forward-looking statements and forward-looking information (collectively referred to herein as "forward-looking statements") within the meaning of applicable Canadian securities laws, which may include, but are not limited to, information and statements in respect of the time by which MNP expects to complete its audit of the Company's annual financial statements for the year ended December 31, 2024; timing of the filing of the Annual Filings and Interim Filings, and the issuance and revocation of the FFCTO by the OSC; the redemption of outstanding common shares pursuant to the Pro Rata Redemption Plan, and the anticipated timing of future redemptions; the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of the Company. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "may", "will", "project", "should" or similar words, including negatives thereof, suggesting future outcomes.

Forward-looking statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors beyond FMIC's ability to predict or control, which may cause actual events, results, performance, or achievements of FMIC to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking statements herein. Forward-looking statements are not a guarantee of future performance. Although FMIC believes that any forward-looking statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such statements, there can be no assurance that any such forward-looking statements will prove to be accurate. Actual results may vary, and vary materially, from those expressed or implied by the forward-looking statements herein. Accordingly readers are advised to rely on their own evaluation of the risks and uncertainties inherent in forward-looking statements herein and should not place undue reliance upon such forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Any forward-looking statements herein are made only as of the date hereof, and except as required by applicable laws, FMIC assumes no obligation and disclaims any intention to update or revise any forward-looking statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward-looking statements herein, whether as a result of new information, future events or results, or otherwise.

SOURCE Frontenac Mortgage Investment Corporation