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CALGARY, Alberta, Dec. 17, 2025 (GLOBE NEWSWIRE) — In a release issued under the same headline earlier today by Reeflex Solutions Inc. (TSXV: RFX), please note the date in the fourth paragraph has been corrected. The corrected release follows:
Reeflex Solutions Inc. (TSXV: RFX) (“Reeflex” or the “Company”) announces that it will be unable to meet the December 29, 2025 filing deadline (the “Filing Deadline”) for its audited annual financial statements, accompanying management’s discussion and analysis (“MD&A”) and CEO and CFO certifications (the “Certificates”) for the financial year ended August 31, 2025 (collectively, the “Annual Filings”), The Corporation further announces that it intends to restate its interim financial statements for the quarter ended May 31, 2025, accompanying MD&A and Certificates (the “Q3 Filings” and together with the Annual Filings, the “Required Filings”), all, as required pursuant to National Instrument 51-102 Continuous Disclosure Obligations, and National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings.
Context for Investors: Transition From a Private Company to an IFRS-Compliant Public Issuer
The delay in meeting the Filing Deadline is attributable to the complexity of the Company’s audit process and the work required to transition from a privately held, family-owned operating business to a fully IFRS-compliant public company following the completion of its reverse takeover transaction on May 16, 2025 and the related acquisition of Coil Solutions Inc. (“CSI”) on May 15, 2025 (together, the “Transaction”). Concurrent with the closing of 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, and engaged the services of a new auditor, MNP LLP,
The Company’s previously filed Q3 Filings were prepared on the basis of CSI’s operating results for the full quarter. Following discussions with the Company’s auditor, the Company has determined that 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. This restatement, together with first-time public-company audit requirements, has extended the timeline required to complete the audit of the Company’s year end results and the preparation of the Annual Filings.
The Company is working diligently with its auditor to complete the Required Filings as soon as practicable and currently expects to complete such filings on or about January 29, 2026.
Management Cease Trade Order (“MCTO”)
The Company is providing this default announcement in accordance with National Policy 12-203 Management Cease Trade Orders (“NP 12-203“). The Company has made an application to the Alberta Securities Commission (the “ASC”), as principal regulator of the Company for an MCTO. If granted, the MCTO will restrict the Company’s CEO and CFO from trading in the Company’s securities until the Required Filings are made but will not affect the ability of the general investing public to trade in the Company’s common shares.
The Company confirms that it intends to satisfy the provisions of the alternative information guidelines set out in NP 12-203 for so long as it remains in default and will issue biweekly default status reports in the form of further news releases. The Company confirms that there are no insolvency proceedings against it as of the date of this news release. The Company also confirms that there is no other material information concerning the affairs of the Company that has not been generally disclosed as of the date of this news release.
Operations and Business Performance
The Company advises that the restatement of the Q3 Filings is technical and accounting-related in nature and does not impact the Company’s core operations, customer relationships, order backlog, manufacturing activity, or business momentum. Reeflex is executing on its manufacturing, service, and international growth initiatives. On December 1, 2025, the Company announced the receipt of $2.6 million in purchase orders for products to be deployed in Saudi Arabia, and on December 11, 2025, the Company announced the award of a $3.4 million contract to design and manufacture products for an existing customer. The Company is continuing to generate revenue and is actively pursuing the development of existing and new products, and management advises that Reeflex has sufficient working capital to fund its day-to-day operations.
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:
Reeflex Solutions Inc.
Trevor Conway
Executive Vice President & CFO
(403) 605-6167
[email protected]
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 Required Filings, and whether the ASC will grant the Company’s application for an MCTO. 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 Required Filings are filed later than anticipated, the risk that the Company’s application for an MCTO is not successful for any reason, in which case there is a risk that trading in the Company’s securities may halted by the TSX Venture Exchange and/or cease traded temporarily by the Canadian securities commissions after the Filing Deadline until such time as the Annual Filings are filed on SEDAR+. 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.
