Toronto, Ontario--(Newsfile Corp. - August 24, 2023) - Highvista Gold Inc. (TSXV: HVV.H) (the "Company") announces that the Company has successfully applied to the Ontario Securities Commission (the "Principal Regulator") to revoke its failure-to-file cease trade order (the "FCCTO") issued by the Principal Regulator on August 2, 2019 under National Policy 11-207 - Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.

Continuous Disclosure Filings

The FCCTO was issued as a result of the Company's failure to file the following continuous disclosure materials within the timeframe stipulated by the applicable legislation:

  • audited annual financial statements for the year ended March 31, 2019;
  • management's discussion and analysis relating to the audited annual financial statements for the year ended March 31, 2019; and
  • certification of the foregoing filings as required by National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109")

(collectively, the " Annual Filings").

The Company has remedied these defaults by filing the Annual Filings, and in the absence of the Company having filed a management information circular, has filed a Form 52-110F2 Audit Committee Disclosure, Form 51-102FV6 Statement of Executive Compensation as required by National Instrument NI 51-102 and Form 58-101F2 Corporate Governance Disclosure as required by National Instrument NI 58-101. Copies of these documents are available on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile.

Subsequent to the FFCTO, the Company refiled and restated its Interim Financial Statements for the Nine Months Ended December 31, 2022 ("Q3 2023 FS") and Management's Discussion and Analysis for the Nine Months Ended December 31, 2022 ("Q3 2023 MD&A") to:

  • reflect that discussions, negotiations and any amendments in relation to the LOI have ceased until the FFCTO is revoked;
  • clarify that the accounts payable and promissory notes of approximately $2.1M as at December 31, 2022 were overdue and due on demand under the "Liquidity and Capital Resources" section of the Q3 2023 MD&A; and
  • clarify disclosure confirming that the Company currently does not have any exploration activities.

With the revocation of the FFCTO, trading in the common shares of the Company through the facilities of the NEX board of the TSX Venture Exchange is expected to be reinstated.

Additionally, as condition of revoking the FCCTO, the Company provided an undertaking to the Principal Regulator that: (i) it will hold an annual meeting of shareholders within three months after the dates on which the FCCTO is revoked and (ii) that it will not complete a restructuring transaction, significant acquisition or reverse takeover of a business not located in Canada unless the Company first receives a receipt for a final prospectus in respect of such business.

Management of the Company continues to seek corporate transactions to enhance shareholder value. The Company has not established a definitive timeline to complete a strategic transaction and there is no assurance that any transaction will be completed as a result of this process. The Company does not expect to make additional public comments regarding these matters until the board determines that additional disclosure is appropriate in accordance with applicable securities laws.

For further information, please contact:

Paul Crath,
Interim CEO
Email: paulcrath@gmail.com
Telephone Number: 347-835-9032

Neither 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.

This news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.

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