
For immediate release.
MAG ONE FILES RESTATED AND UPDATED FINANCIAL STATEMENTS AND MD&As
Vancouver, B.C., Canada – August 22, 2018 – Mag One Products Inc. (the “Company” or “Mag One”) announces that,as a result of a review by the British Columbia Securities Commission, the Company is issuing the following press release to clarify its disclosure.
Updated Financial Statements
On August 17, 2018 the Company filed on www.sedar.com the following amended, restated and updated financial statements and related management’s discussion and analysis, with related and amended certifications, for the following periods:
- amended and restated financial statements (the “Amended and Restated Audited Financial Statements”) and management’s discussion and analysis for its most recent year ended September 30, 2017;
- amended and restated financial statements and management’s discussion and analysis for its first quarter ended December 31, 2017; and
- financial statements and management’s discussion and analysis for its second quarter ended March 31, 2018;
(collectively, the “Updated Financial Statements”). As indicated in the Company’s amended MD&A for its Amended and Restated Audited Financial Statements:
“The Company’s consolidated financial statements for the year ended September 30, 2017 have been restated to correct for errors in the original year-end financial statements. The amendments relate to corrections to the misclassification of certain amounts recorded to due from/to related parties, accounts payable and accrued liabilities, notes payable to related parties, note payable, share capital subscriptions received in advance, reserves, and subscription receivable as at September 30, 2017. The amendments also include the correction to arithmetical errors in the statements of cash flows. These financial statements also reflect a change to consulting and interest expenses that were not recorded in the previously issued audited financial statements. An adjustment was made to gain/(loss) on settlement of debt that was incorrectly calculated. Refer to note 18 of the consolidated financial statements for the year ended September 30, 2017 for the detail of the restatement adjustments.”.
As indicated in what is now note 18 of the Company’s Audited and Restated Audited Financial Statements; which have now been provided for in the Company’s Updated Financial Statements:
“The consolidated financial statements of the Company as at September 30, 2017 and for the year then ended have been restated to correct material errors and omissions in its prior filing. The Company discovered the deficiencies in the accounting information subsequent to the filing and issuance of the financial statements and now wishes to rectify the situation by restating the financial statements for the year ended September 30, 2017 using the updated and complete information currently available.
The effects of the restatement are as follows:
Statement of Financial Position
|
September 30,
2017
(Original)
$
|
Adjustments
$
|
September 30,
2017
(Restated)
$
|
Assets
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
Cash
|
19,475
|
-
|
19,475
|
Sales tax receivable
|
100,747
|
-
|
100,747
|
Due from related parties
|
56,000
|
(56,000)
|
-
|
|
|
|
|
|
176,222
|
(56,000)
|
120,222
|
|
|
|
|
Plant and equipment
|
301,863
|
-
|
301,863
|
Intangible assets
|
30,250
|
-
|
30,250
|
|
|
|
|
|
508,335
|
(56,000)
|
452,335
|
Liabilities and shareholders’ equity
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
Cheques in excess of funds available
|
5,096
|
-
|
5,096
|
Accounts payable and accrued liabilities
|
334,468
|
(120,000)
|
214,468
|
Advance from Investissement Québec
|
148,500
|
-
|
148,500
|
Due to related parties
|
206,826
|
(164,750)
|
42,076
|
Note payable to related party
|
100,000
|
(100,000)
|
-
|
Note payable
|
-
|
120,000
|
120,000
|
|
|
|
|
|
794,890
|
(264,750)
|
530,140
|
Shareholders’ Equity
|
|
|
|
|
|
|
|
Share capital
|
6,807,392
|
(73,950)
|
6,733,442
|
Reserves
|
8,194,265
|
18,873
|
8,212,838
|
Subscriptions received in advance
|
581,188
|
(171,590)
|
409,598
|
Subscriptions receivable
|
(291,527)
|
291,527
|
-
|
Deficit
|
(15,577,873)
|
144,190
|
(15,433,683)
|
|
|
|
|
|
(286,555)
|
208,750
|
(77,805)
|
|
|
|
|
|
508,335
|
(56,000)
|
452,335
|
Statement of Loss and Comprehensive Loss
|
Year ended
September 30,
2017
(Original)
$
|
Adjustments
$
|
Year ended
September 30,
2017
(Restated)
$
|
|
|
|
|
Administrative expenses
|
|
|
|
|
|
|
|
Amortization
|
63,103
|
-
|
63,103
|
Office and administration
|
210,694
|
(120,063)
|
90,631
|
Professional and consulting fees
|
717,589
|
(104,850)
|
612,739
|
Investor communication
|
311,931
|
|
311,931
|
Research
|
708,570
|
-
|
708,570
|
Share-based compensation
|
756,992
|
-
|
756,992
|
Travel
|
40,085
|
-
|
40,085
|
Trust and filing fees
|
25,865
|
-
|
25,865
|
|
|
|
|
|
(2,834,829)
|
224,913
|
(2,609,916)
|
Other items
|
|
|
|
Impairment on loan receivable
|
(208,839)
|
-
|
(208,839)
|
Interest income
|
7,342
|
10
|
7,352
|
Interest expenses
|
(46,576)
|
(12,860)
|
(59,436)
|
Gain on settlement of debts
|
110,120
|
(67,873)
|
42,247
|
|
|
|
|
Net loss for the year
|
(2,972,782)
|
144,190
|
(2,828,592)
|
|
|
|
|
Other comprehensive income
|
|
|
|
Foreign currency translation adjustment
|
7,788
|
-
|
7,788
|
|
|
|
|
Comprehensive loss for the year
|
(2,964,994)
|
144,190
|
(2,820,804)
|
Statement of Cash Flows
|
Year ended
September 30,
2017
(Original)
$
|
Adjustments
$
|
Year ended
September 30,
2017
(Restated)
$
|
Cash provided by (used in):
|
|
|
|
|
|
|
|
Operating activities
|
|
|
|
|
|
|
|
Net loss for the year
|
(2,972,782)
|
144,190
|
(2,828,592)
|
|
|
|
|
Adjustments for non-cash items
|
|
|
|
Share-based compensation
|
756,992
|
-
|
756,992
|
Accrued interest on note payable
|
36,576
|
12,860
|
49,436
|
Accrued interest on loan receivable
|
(7,352)
|
-
|
(7,352)
|
Amortization
|
63,103
|
-
|
63,103
|
Loss / (Gain) on settlement of debt
|
130,120
|
(172,367)
|
(42,247)
|
Impairment of loan receivable
|
208,839
|
-
|
208,839
|
Consulting fees paid in shares
|
105,000
|
-
|
105,000
|
Changes in non-cash operating working capital:
|
|
|
|
Prepayments
|
(24,217)
|
(1)
|
(24,218)
|
Accounts payable and accrued liabilities
|
(46,859)
|
107,975
|
61,116
|
Due to related parties
|
(36,000)
|
(37,680)
|
(73,680)
|
|
|
|
|
|
(1,813,930)
|
|
(1,731,603)
|
|
|
|
|
Investing activities
|
|
|
|
Additions to plant and equipment
|
(152,368)
|
-
|
(152,368)
|
Additions to intangible assets
|
(10,000)
|
-
|
(10,000)
|
Issuance of loan receivable
|
(194,136)
|
(7,351)
|
(201,487)
|
|
|
|
|
|
(356,504)
|
|
(363,855)
|
|
|
|
|
Financing activities
|
|
|
|
Proceeds from issuance of promissory notes
|
280,000
|
170,000
|
450,000
|
Repayment of promissory notes
|
-
|
(250,000)
|
(250,000)
|
Share issuance for cash, net of share issuance costs
|
900,685
|
171,207
|
1,071,892
|
Subscriptions received in advance
|
581,188
|
(171,590)
|
409,598
|
Exercise of warrants
|
57,000
|
-
|
57,000
|
Advance from Investissement Québec
|
148,500
|
-
|
148,500
|
Bank indebtedness
|
5,096
|
-
|
5,096
|
|
|
|
|
|
1,967,053
|
|
1,892,086
|
Effect of foreign currency on cash
|
15,609
|
(1)
|
15,608
|
Decrease in cash
|
(187,763)
|
(1)
|
(187,764)
|
Cash, beginning of year
|
207,239
|
-
|
207,239
|
|
|
|
|
Cash, end of year
|
19,476
|
|
19,475”
|
|
|
|
|
|
Management
The Board of Directors of the Company (the “Board”) has recently accepted the consent to act as a director and Chief Financial Officer of the Company from William Thomas (the “Appointment”). Mr. Thomas is a CPA with over four decades of international experience working with public companies involved in oil and gas, mining and pharmaceutical activities.
In conjunction with such Appointment, the Board has now also appointed the following Executive Officers of the Company:
Gillian Holcroft: Chairperson, President, CEO and a director;
William Thomas: Secretary, CFO and a director;
Nelson Skalbania director; and
Rod Burylo director.
Corporate Update
The Company is pleased to advise that, since our last press release issued in May, our technical team in Quebec have continued to work diligently to advance Mag One’s high purity magnesium oxide (MgO), high value silica and magnesium (Mg) metal projects. Specifically, the Company has filed for a preliminary technology patent, has initiated work to quantify the performance of its high value silica and, after two rounds of qualifications, was invited to submit a proposal on August 8th for the Canadian Government’s Clean Growth Program (CGP) to support the Front-End Engineering Design for a 30,000 TPY MgO demonstration plant in Quebec. The Company expects to initiate this project in January 2019. In addition, the Company continues to work with Dr. Doug Zuliani, Founder of Tech Magnesium, to advance the technology for the aluminothermic reduction of MgO to produce Mg metal using Dr. Zuliani’s novel continuous furnace design.
On behalf of the Board, “Gillian Holcroft”, President and CEO.
Neither the Canadian Securities Exchange nor CNSX Markets accepts responsibility for the adequacy or accuracy of this news release.
Signed: “Nelson M. Skalbania, B.Sc., B.Ap.Sc., P.Eng.”, CEO & Chairman Further information, contact: Accounts@MagOneProducts.com
Mag One is listed on the CSE with the symbol, “MDD”, the Börse Frankfurt stock exchange (“Frankfurt”) with the ticker symbol “304” and the OTCQB with ticker symbol "MGPRF". The listings on the Frankfurt and OTCQB exchanges provide the company exposure to the European and U.S. markets and potential investors. Certain statements contained in this release may constitute "forward–looking statements" or "forward-looking information" (collectively "forward-looking information") as those terms are used in the Private Securities Litigation Reform Act of 1995 and similar Canadian laws. These statements relate to future events or future performance. The use of any of the words “could”, “intend”, “expect”, “believe”, “will”, “projected”, “estimated”, “anticipates” and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company’s current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. This release contains forward-looking information relating to the business of the Company, the Property, financing and certain corporate changes. The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to
update or revise any forward-looking information, whether because of new information, future events or otherwise, except as required by
applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance
on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein. This news
release does not constitute an offer of securities for sale in the United States. CSE has not reviewed this news release and does not accept
responsibility for the adequacy or accuracy of the content of this news release. Issuers of news releases and not OTC Markets Group Inc.
are solely responsible for the accuracy of such news releases
#145 - 925 Georgia Street West, Vancouver, BC V6C3L2 Canada
T:+1.604.669.4771 Fx: +1.604.669.4731 E: info@MagOneProducts.com www.MagOneProducts.com