CALGARY, Alberta, Feb. 13, 2024 (GLOBE NEWSWIRE) -- GINSMS Inc. (TSXV: GOK) ("GINSMS" or the "Corporation") has announced its financial results for the fourth quarter and twelve months ended December 31, 2023.
The annual audited financial statements of the Corporation for the twelve months ended December 31, 2023 are currently under audit and in the process of preparation. As required under Canadian securities law regulations, the Corporation will be disclosing and filing on SEDAR its annual audited financial statements and the related management's discussion and analysis ("MD&A") within 120 days after the end of its year end of December 31, 2023.
This financial disclosure was done in advance of the filing of the audited financial statements of the Corporation to allow GINSMS' ultimate holding company, Beat Holdings Limited ("BHL"), a public company in Japan, to use certain of GINSMS' financial information in the preparation of BHL's financial statements and announcements.
The Corporation's financial information for the twelve months ended December 31, 2023 is prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). All amounts are expressed in Canadian Dollars unless otherwise noted.
Highlights include:
- Revenue of $3,188,505 for the twelve-month period ended December 31, 2023 as compared to revenue of $3,024,133 for the twelve-month period ended December 31, 2022.
- Revenue of $755,164 for the three-month period ended December 31, 2023 as compared to revenue of $878,346 for the three-month period ended December 31, 2022.
- Gross Profit of $1,316,952 for the twelve-month period ended December 31, 2023 as compared to gross profit of $1,161,553 for the twelve-month period ended December 31, 2022.
- Gross Profit of $347,799 for the three-month period ended December 31, 2023 as compared to gross profit of $357,697 for the three-month period ended December 31, 2022.
- Operating expenses and finance costs of $1,450,602 for the twelve-month period ended December 31, 2023 increased from $1,185,701 for the twelve-month period ended December 31, 2022.
- Operating expenses and finance costs of $636,353 for the three-month period ended December 31, 2023 increased from $402,644 for the three-month period ended December 31, 2022.
- Net loss of $129,656 for twelve-month period ended December 31, 2023 as compared to a net loss of $32,284 for twelve-month period ended December 31, 2022.
- Net loss of $280,939 for three-month period ended December 31, 2023 as compared to a net loss of $20,507 for three-month period ended December 31, 2022.
Selected Profit and Loss Information
| Financial Highlights | Three-month period ended December 31, 2023 (Unaudited) | Three-month period ended December 31, 2022 (Unaudited) | Twelve-month period ended December 31, 2023 (Unaudited) | Twelve-month period ended December 31, 2022 (Audited) | ||||
Revenues $ | ||||||||
| A2P Messaging Service | 162,229 | 371,524 | 986,715 | 1,428,885 | ||||
| Software Products & Services | 592,935 | 506,822 | 2,201,790 | 1,595,248 | ||||
| 755,164 | 878,346 | 3,188,505 | 3,024,133 | |||||
| Cost of sales $ | ||||||||
| A2P Messaging Service | 90,242 | 229,048 | 661,385 | 951,718 | ||||
| Software Products & Services | 317,123 | 291,601 | 1,210,168 | 910,862 | ||||
| 407,365 | 520,649 | 1,871,553 | 1,862,580 | |||||
Gross profit $ | ||||||||
| A2P Messaging Service | 71,987 | 142,476 | 325,330 | 477,167 | ||||
| Software Products & Services | 275,812 | 215,221 | 991,622 | 684,386 | ||||
| 347,799 | 357,697 | 1,316,952 | 1,161,553 | |||||
Gross margin % | ||||||||
| A2P Messaging Service | 44.4% | 38.3% | 33.0% | 33.4% | ||||
| Software Products & Services | 46.5% | 42.5% | 45.0% | 42.9% | ||||
| 46.1% | 40.7% | 41.3% | 38.4% | |||||
| Adjusted EBITDA(1)$ | (264,350) | (17,987) | (38,624) | 75,120 | ||||
| Adjusted EBITDA margin | (35.0)% | (2.0)% | (1.2)% | 2.5% | ||||
| Net loss $ | (280,939) | (20,507) | (129,656) | (32,284) | ||||
| Net loss margin | (37.2)% | (2.3)% | (4.1)% | (1.1)% | ||||
| Net earnings profit/(loss) per share $ | ||||||||
| Basic and Diluted (in Canadian cents) | (0.149) | (0.009) | (0.069) | (0.020) | ||||
(1) Adjusted EBITDA is a non-IFRS measure which does not have any standardized meaning under IFRS. Adjusted EBITDA is related to cash earnings and is defined for these purposes as earnings before income taxes, depreciation and amortization (in both cost of sales and general and administration expenses), interest expenses and also excludes certain non-recurring or non-cash expenditure and income. This non-IFRS measure is not recognized under IFRS and accordingly, shareholders are cautioned that this measure should not be construed as an alternative to net income determined in accordance with IFRS. The non-IFRS measure presented is unlikely to be comparable to similar measure presented by other issuers. The Corporation believes that Adjusted EBITDA is a meaningful financial metric as it measures cash generated from operations which the Corporation can use to fund working capital requirements, service interest and principal debt repayment and fund future growth initiatives.
Cost of Sales
| Three-month period ended December 31, 2023 (Unaudited) | Three-month period ended December 31, 2022 (Unaudited) | Twelve-month period ended December 31, 2023 (Unaudited) | Twelve-month period ended December 31, 2022 (Audited) | |
| Depreciation - Property, plant and equipment | 11,340 | 7,693 | 40,610 | 26,754 |
| Salaries and wages | 283,763 | 272,155 | 1,118,788 | 851,008 |
| Subcontractor costs | 102,769 | 229,048 | 673,912 | 951,719 |
| Software and hardware | - | - | 1,951 | 114 |
| Others | 9,493 | 11,753 | 36,292 | 32,985 |
| 407,365 | 520,649 | 1,871,553 | 1,862,580 |
Operating Expenses and Finance Costs
| Three-month period ended December 31, 2023 (Unaudited) | Three-month period ended December 31, 2022 (Unaudited) | Twelve-month period ended December 31, 2023 (Unaudited) | Twelve-month period ended December 31, 2022 (Audited) | |
| Salaries and wages | 343,367 | 188,030 | 617,261 | 406,284 |
| Directors' fees | 10,000 | 10,000 | 40,000 | 40,000 |
| Professional fees | 61,517 | 109,281 | 271,009 | 304,262 |
| Foreign currency exchange loss | 34,650 | 30,755 | 50,584 | 228,541 |
| Other general & administrative expenses | 69,289 | 32,379 | 312,666 | 121,168 |
| Allowance for doubtful debts | 104,666 | 12,932 | 104,666 | 12,932 |
| Depreciation | ||||
| - Property, plant and equipment | 86 | 86 | 356 | 3,486 |
| - Right-of-use assets | 11,542 | 16,553 | 46,901 | 63,295 |
| Lease interest on right-of-use assets | 1,236 | 2,628 | 7,159 | 5,733 |
| 636,353 | 402,644 | 1,450,602 | 1,185,701 |
Selected Balance Sheet Information
The figures reported below are based on the unaudited consolidated financial statements of the Corporation which have been prepared in accordance with IFRS.
| December 31, 2023 (Unaudited) $ | December 31, 2022 (Audited) $ | |||||
| Current Assets | ||||||
| Accounts receivable | 635,568 | 557,495 | ||||
| Deposits and prepayments | 63,439 | 61,375 | ||||
| Current tax assets | 330 | 199 | ||||
| Bank and cash balances | 239,824 | 191,126 | ||||
| 939,161 | 810,195 | |||||
| Non-Current Assets | ||||||
| Right-of-use assets | 30,954 | 75,879 | ||||
| Property, plant and equipment | 83,061 | 61,853 | ||||
| TOTAL ASSETS | 1,053,176 | 947,927 | ||||
| Current Liabilities | ||||||
| Accounts payable and accrued liabilities | 827,380 | 601,456 | ||||
| Advances from related parties | 698,935 | 647,639 | ||||
| Loans from related parties | 1,390,642 | 1,372,730 | ||||
| Lease liabilities | 25,354 | 41,445 | ||||
| Promissory note payable | 580,000 | 580,000 | ||||
| Current tax liabilities | 3,972 | 7,130 | ||||
| 3,526,283 | 3,250,400 | |||||
| Non-Current Liabilities | ||||||
| Lease liabilities | - | 28,860 | ||||
| TOTAL LIABILITIES | 3,526,283 | 3,279,260 | ||||
| Equity | ||||||
| Share capital | 15,148,160 | 15,148,160 | ||||
| Deficit | (17,913,638) | (17,785,068) | ||||
| Accumulated other comprehensive income | 307,289 | 319,183 | ||||
| Total deficiency attributable to equity shareholders | (2,458,189) | (2,317,725) | ||||
| Non-controlling interests | (14,918) | (13,608) | ||||
| TOTAL DEFICIENCY | (2,473,107) | (2,331,333) | ||||
| TOTAL LIABILITIES & EQUITY | 1,053,176 | 947,927 | ||||
Total assets of GINSMS including cash, accounts receivable, deposits and prepayment, current tax asset, property, plant and equipment and right-of-use assets as at December 31, 2023 amounted to $1,053,176 compared to $947,927 as at December 31, 2022. Bank and cash balances amounted to $239,824 as at December 31, 2023 an increase of 25.5% compared to $191,126 as at December 31, 2022. The increase was mainly due to more net cash inflow from operating activities during the year.
Selected Liquidity and Capital Resources Information
| Financial Highlights | Three-month period ended December 31, 2023 (Unaudited) $ | Three-month period ended December 31, 2022 (Unaudited) $ | Twelve-month period ended December 31, 2023 (Unaudited) $ | Twelve-month period ended December 31, 2022 (Audited) $ | ||||
| Cash, beginning of period/year | 115,252 | 231,142 | 191,126 | 183,941 | ||||
| Operating activities | ||||||||
| Net loss before tax | (288,554 | ) | (44,947 | ) | (133,650 | ) | (24,148 | ) |
| Interest expenses | 1,236 | 2,628 | 7,159 | 5,733 | ||||
| Foreign currency exchange loss | 34,650 | 30,755 | 50,584 | 228,541 | ||||
| Allowance for doubtful debts | 104,666 | 12,932 | 104,666 | 12,932 | ||||
| Depreciation of property, plant and equipment | 11,426 | 7,779 | 40,966 | 30,239 | ||||
| Depreciation of right-of-use assets | 11,542 | 16,553 | 46,901 | 63,296 | ||||
| Changes in working capital items | 294,595 | (87,594 | ) | 41,902 | 42,602 | |||
| Interest expenses on lease liabilities | (1,236 | ) | (2,628 | ) | (7,159 | ) | (5,733 | ) |
| Income tax refunded/(paid) | 5 | (65 | ) | 884 | 1,552 | |||
| Net cash generated from / (used in) operating activities | 168,330 | (64,587 | ) | 152,253 | 355,014 | |||
| Financing activities | ||||||||
| Advances from related parties | 55,470 | 88,534 | 431,853 | 89,056 | ||||
| Repayment of advance from related parties | (75,592 | ) | (74,368 | ) | (385,951 | ) | (348,646 | ) |
| Principal elements of lease payments | (12,058 | ) | (19,211 | ) | (46,816 | ) | (72,078 | ) |
| Net cash used in financing activities | (32,180 | ) | (5,045 | ) | (914 | ) | (331,668 | ) |
| Investing activities | ||||||||
| Purchase of property, plant and equipment | (5,467 | ) | (11,357 | ) | (61,919 | ) | (60,247 | ) |
| Net cash used in investing activities | (5,467 | ) | (11,357 | ) | (61,919 | ) | (60,247 | ) |
| Effect of exchange rate changes on cash held in foreign currencies | (6,111 | ) | 40,973 | (40,722 | ) | 44,086 | ||
| Increase / (Decrease) in cash | 124,572 | (40,016 | ) | 48,698 | 7,185 | |||
| Cash, end of period/year | 239,824 | 191,126 | 239,824 | 191,126 | ||||
SEGMENTED INFORMATION
a) Revenue by customers
| Twelve-month period ended December 31, 2023 (Unaudited) | Twelve-month period ended December 31, 2022 (Audited) | |||
| $ | % of total revenue | $ | % of total revenue | |
| Customer A | 1,510,790 | 47.4 | 985,373 | 32.6 |
| Next five top customers | ||||
| Customer B | 478,672 | 15.0 | 446,002 | 14.7 |
| Customer C | 341,984 | 10.7 | 436,752 | 14.4 |
| Customer D | 148,235 | 4.6 | 122,189 | 4.0 |
| Customer E | 123,004 | 3.9 | 153,224 | 5.1 |
| Customer F | 116,706 | 3.7 | 230,616 | 7.6 |
| All other customers | 469,114 | 14.7 | 649,977 | 21.6 |
| Total | 3,188,505 | 100.0 | 3,024,133 | 100.0 |
b) Revenue by geographical location (by location of operations)
| Twelve-month period ended December 31, 2023 (Unaudited) | Twelve-month period ended December 31, 2022 (Audited) | |||
| $ | % of total revenue | $ | % of total revenue | |
| Singapore | 2,013,538 | 63.1 | 1,456,620 | 48.2 |
| Indonesia | 413,811 | 13.0 | 489,437 | 16.2 |
| Other Asia countries | 372,061 | 11.7 | 431,058 | 14.3 |
| Europe | 200,917 | 6.3 | 248,129 | 8.2 |
| United States | 182,531 | 5.7 | 387,783 | 12.8 |
| Other regions | 5,647 | 0.2 | 11,106 | 0.3 |
| Total | 3,188,505 | 100.0 | 3,024,133 | 100.0 |
c) Total non-current assets by geographical location
| As at December 31, 2023 (Unaudited) | As at December 31, 2022 (Audited) | |||
| $ | % of total assets | $ | % of total assets | |
| Indonesia | 100,787 | 88.4 | 125,074 | 90.8 |
| Other Asia countries | 13,228 | 11.6 | 12,658 | 9.2 |
| Total | 114,015 | 100.0 | 137,732 | 100.0 |
d) Financial information by business segments
| Messaging | Software products and services | Unallocated | Total | |||||
| $ | $ | $ | $ | |||||
| Twelve-month period ended December 31, 2023 (Unaudited) | ||||||||
| Revenue | 986,715 | 2,201,790 | - | 3,188,505 | ||||
| Intersegment revenue | 35,469 | 273,994 | - | 309,463 | ||||
| Amortization and depreciation | - | 87,867 | - | 87,867 | ||||
| Interest income | 314 | 524 | - | 838 | ||||
| Interest and finance expenses | - | 7,159 | - | 7,159 | ||||
| Income tax credit | (893 | ) | (3,101 | ) | - | (3,994 | ) | |
| Segment profits/(losses) | 44,417 | 90,206 | (264,279 | ) | (129,656 | ) | ||
| Additions to segment non-current assets | - | 61,919 | - | 61,919 | ||||
| At December 31, 2023 (Unaudited) | ||||||||
| Segment assets | 120,626 | 907,460 | 25,090 | 1,053,176 | ||||
| Segment liabilities | (401,139 | ) | (1,784,184 | ) | (1,340,960 | ) | (3,526,283 | ) |
| Messaging | Software products and services | Unallocated | Total | |||||
| $ | $ | $ | $ | |||||
| Twelve-month period ended December 31, 2022 (Audited) | ||||||||
| Revenue | 1,428,885 | 1,595,248 | - | 3,024,133 | ||||
| Intersegment revenue | 18,593 | 282,161 | - | 300,754 | ||||
| Amortization and depreciation | - | 93,535 | - | 93,535 | ||||
| Interest income | 81 | 243 | - | 324 | ||||
| Interest and finance expenses | - | 5,733 | - | 5,733 | ||||
| Income tax expense | - | 8,136 | - | 8,136 | ||||
| Segment (losses)/profits | (193,143 | ) | 500,986 | (340,127 | ) | (32,284 | ) | |
| Additions to segment non-current assets | - | 153,224 | - | 153,224 | ||||
| At December 31, 2022 (Audited) | ||||||||
| Segment assets | 240,217 | 686,685 | 21,025 | 947,927 | ||||
| Segment liabilities | (435,726 | ) | (1,689,510 | ) | (1,154,024 | ) | (3,279,260 | ) |
Outlook
The Corporation announces its financial forecasts for the next twelve months ending December 31, 2024. The information included in this news release represents management's guidance as approved on February 13, 2024. The financial outlook was prepared for BHL, the ultimate holding company of the Corporation, for its public company reporting obligations in Japan.
The material factors and assumptions used to develop the financial outlook include:
- Continued business from the Corporation's major customers. The actual gross margin of the Software Products and Services segment achieved 45.0% for the year ended December 31, 2023 and with the expected increase in revenue earned from business with key customers of the Corporation, the forecasted gross margin of 41.2% in 2024 is reasonable and achievable. The man-hour rates in 2023 were in line with prevailing market rates hence the increment in man-hour rates in 2024 will be at reduced rate while the salary increments are factored in the 2024 budget. Management believes that the forecast revenue and gross margin is conservative and reasonable.
- The actual traffic growth rate of A2P business for the year ended December 31, 2023 decreased by 30.2% compared to the year ended December 31, 2022. Both the South East Asia and North Asia regions suffered lower growth due to stiff competition. The Corporation also adjusted the prices of its products and services to maintain gross margin. Revenue for the year ended December 31, 2023 decreased by 30.9% while annual gross margin of 33.0% is comparable with gross margin of 33.4% for the year ended December 31, 2022.
- No significant changes in the environment (including competition) where the Corporation operates that will significantly affect the pricing of the Corporation's services resulting in changes of the gross margin for the various business segments, except what is disclosed in notes a and b above.
- Timely completion and launch of certain additional value-added services for the Corporation's customers.
- Continued ability to obtain financing through loans and cash advances to support the sales operations of the Corporation.
The purpose of this financial outlook is to allow the Corporation's ultimate holding company, BHL, to make reference and/or to use such outlook in its own financial disclosure. The operation of GINSMS is a major part of the growth strategy of BHL. As such, BHL believes that disclosing such information would be useful for its shareholders. Consequently, readers of this press release are cautioned that the financial outlook of GINSMS concerning its expected gross margin and revenue is forward looking information and may not be appropriate for other purposes.
| Financial Highlights | Forecast | Forecast | Forecast | Forecast | ||||
| ($) | Jan - Mar 2024 | Apr - Jun 2024 | Jul - Sep 2024 | Oct - Dec 2024 | ||||
| Revenues $ | ||||||||
| A2P Messaging Service | 117,060 | 118,235 | 119,421 | 120,619 | ||||
| Software Products & Services | 753,000 | 753,000 | 753,000 | 753,000 | ||||
| 870,060 | 871,235 | 872,421 | 873,619 | |||||
| Cost of sales $ | ||||||||
| A2P Messaging Service | 98,169 | 99,154 | 100,148 | 101,153 | ||||
| Software Products & Services | 442,738 | 442,738 | 442,738 | 442,738 | ||||
| 540,907 | 541,892 | 542,886 | 543,891 | |||||
| Gross profit $ | ||||||||
| A2P Messaging Service | 18,891 | 19,081 | 19,273 | 19,466 | ||||
| Software Products & Services | 310,262 | 310,262 | 310,262 | 310,262 | ||||
| 329,153 | 329,343 | 329,535 | 329,728 | |||||
| Gross margin % | ||||||||
| A2P Messaging Service | 16.1% | 16.1% | 16.1% | 16.1% | ||||
| Software Products & Services | 41.2% | 41.2% | 41.2% | 41.2% | ||||
| 37.8% | 37.8% | 37.8% | 37.7% | |||||
| Selling, general and administrative expenses | (323,085) | (323,085) | (323,085) | (323,085) | ||||
| Operating profit | 6,068 | 6,258 | 6,450 | 6,643 | ||||
| Non-operating income (1) | - | - | - | - | ||||
| Non-operating expenses (1) | (1,544) | (1,544) | (1,595) | (1,698) | ||||
| Ordinary profit | 4,524 | 4,714 | 4,855 | 4,945 | ||||
| Extraordinary gains | - | - | - | - | ||||
| Extraordinary losses | - | - | - | - | ||||
| Profit before tax and non-controlling interest | 4,524 | 4,714 | 4,855 | 4,945 | ||||
| Income taxes | - | - | - | - | ||||
| Non-controlling interest | - | - | - | - | ||||
| Net profit for the period | 4,524 | 4,714 | 4,855 | 4,945 | ||||
| Adjusted EBITDA (2) | 26,204 | 26,394 | 26,586 | 26,779 | ||||
(1) Non-operating income included interest income and other non-operating income. Non-operating expenses included loss on foreign exchange and interest expense.
(2) Adjusted EBITDA is a non-IFRS measure which does not have any standardized meaning under IFRS. Adjusted EBITDA is related to cash earnings and is defined for these purposes as earnings before income taxes, depreciation and amortization (in both cost of sales and general and administration expenses), interest expenses and also excludes certain non-recurring or non-cash expenditure and income. This non-IFRS measure is not recognized under IFRS and accordingly, shareholders are cautioned that this measure should not be construed as an alternative to net income determined in accordance with IFRS. The non-IFRS measure presented is unlikely to be comparable to similar measure presented by other issuers. The Corporation believes that Adjusted EBITDA is a meaningful financial metric as it measures cash generated from operations which the Corporation can use to fund working capital requirements, service interest and principal debt repayment and fund future growth initiatives.
About GINSMS
GINSMS is a mobile technology and services company focusing on 2 areas namely its A2P Messaging Service and its Software Products and Services. GINSMS operates a cloud-based A2P messaging service that allows the termination of SMS to mobile subscribers of more than 200 mobile operators globally. GINSMS also develops and distribute innovative software products and services for mobile operators and enterprises and have successfully deployed more than 100 solutions worldwide. GINSMS has offices in China, Singapore, Hong Kong, Malaysia and Indonesia.
Forward Looking Statements
Certain information included in this press release may contain forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may", "could", "will", "expect", "intend", "estimate", "anticipate", "believe", or "continue" or the negative thereof or variations thereon or similar terminology. These statements are not historical facts, but reflect management's current beliefs and are based on information currently available to management regarding future results and events. Particularly, these forward-looking statements are based on management's estimate of future events based on technological advances relating to the Corporation's services, current market conditions and past experiences of management in relation to how certain contracts will affect revenues. Forward-looking statements, by their very nature, involve significant risks, uncertainties and assumptions.
A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to dependence on major customers, system failures, delays and other problems, increasing competition, security and privacy breaches, dependence on third-party software and equipment, adequacy of network reliance, network diversity and backup systems, loss of significant information, insurance coverage, capacity limits, rapid technology changes, market acceptance, decline in volume of attractions, retention of key members of the management team, success of expansion into Chinese and other Asian markets, credit risk, consolidation of existing customers, dependence on required licenses, economy and politics in countries where the Corporation operates, conflicts of interest and residency of directors and officers. Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Although the forward-looking statements contained herein are based upon what management believes to be reasonable assumptions, the Corporation cannot assure the reader that actual results will be consistent with these forward-looking statements.
In particular, forward-looking statements include the following assumptions:
- Management's belief that the Corporation's software products and services are expected to take on a different focus based on an outsourcing model approach leveraging on the lower cost base in Indonesia and Malaysia. Therefore the revenue for the software segment in Indonesia and Malaysia should continue to increase. On the other hand, management's belief that the future growth in messaging is in the area of A2P Messaging Service is affected by stiff competition and hence profitability of the business in the future is uncertain.
- Management's belief that the Corporation is able to generate sufficient amounts of cash through operations and financing activities to fulfil the working capital requirements of its present operations.
These forward-looking statements are made as of the date of this press release and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances except as may be required by law. Accordingly, readers should not place undue reliance on the forward-looking statements. Forward looking statements are presented in this news release for the purpose of assisting investors and others in understanding certain key elements of our expected fiscal 2023 financial results, as well as our objectives, strategic priorities and business outlook for fiscal 2024, and in obtaining a better understanding of the Corporation's anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes. All forward-looking statements contained in this press release are qualified by this cautionary statement.
For further information, please contact:
GINSMS Inc.
Joel Chin, CEO
Tel: +65-6441-1029
Email: investor.relations@ginsms.com
NEITHER THE 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.
