Reeflex Solutions Inc. Announces Delay in Filing Annual Financial Statements, Intent to Restate Quarterly Financial Statements and Application for Management Cease Trade Order

Executive Summary

• Reeflex Solutions Inc. will miss the December 29, 2025 deadline for filing its audited annual financial statements and related MD&A and CEO/CFO certifications.
• The delay stems from complexities in transitioning to IFRS compliance after a reverse‑takeover and acquisition of Coil Solutions Inc., requiring restatement of Q3 interim filings.
• The company has applied for a Management Cease Trade Order (MCTO) with the Alberta Securities Commission; if granted, the CEO and CFO will be barred from trading until the required filings are completed (expected around January 29, 2025).

Key Details

• Filing Deadline Missed: Annual audited financial statements, MD&A, and CEO/CFO certifications for FY ended August 31, 2025 will not be filed by Dec 29, 2025.
• Reason for Delay: Transition to IFRS‑compliant public reporting after reverse takeover (May 16, 2025) and acquisition of Coil Solutions Inc. (May 15, 2025); change of fiscal year‑end; engagement of new auditor MNP LLP.
• Restatement Required: Q3 interim filings (quarter ended May 31, 2025) must be restated to reflect only results from the acquisition date forward, per IFRS requirements.
• Expected New Filing Date: Company anticipates completing all required filings on or about January 29, 2025.
• Management Cease Trade Order (MCTO): Application submitted to Alberta Securities Commission; if approved, CEO and CFO prohibited from trading company securities until filings are made. No impact on public investors’ ability to trade shares.
• Default Reporting Commitment: Company will issue bi‑weekly default status updates via news releases as required by NP 12‑203.
• No Insolvency or Other Undisclosed Material Information: Company confirms no insolvency proceedings and that all material information has been disclosed.
• Operational Impact Statement: Restatement is purely accounting‑related; core operations, order backlog, manufacturing activity, and cash flow remain unaffected. Recent commercial activity includes $2.6 M purchase orders for Saudi Arabia (Dec 1, 2025) and a $3.4 M contract awarded on Dec 11, 2025.
• Working Capital: Management asserts sufficient working capital to fund day‑to‑day operations.

Notable Quotes

“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, 2025.” – Trevor Conway, Executive Vice President & CFO

Materiality Assessment: Material – Negative (filing delay and potential MCTO represent a material adverse development that could affect investor confidence and trading conditions).