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Posted: October 12, 2007
Announcement of New Board of Directors of Raymor and Completion of Disclosure and Corporate Governance Review by the TSX Venture Exchange
(Nanowerk News) Raymor Industries Inc. (TSX VENTURE:RAR) (the "Company" or "Raymor") is pleased to announce that further to its annual general meeting held on the 19th of September, 2007, the shareholders approved the election of the following individuals to its board of directors (the "Board of Directors") until the next annual general meeting:
Stephane Robert, who has been the President and CEO of Raymor since 1997. Mr. Robert is also the founding president of the wholly-owned subsidiaries of the Company.
Florent Baril has been a director of the Company since 1998 and is also on the Company's independent directors. He is also the founder and President of a Montreal based consulting engineering firm of which he is principal shareholder.
Rene Caron, who has been a director of the Company since December 2004, joined the Company as CFO in November 2006 and was named Corporate Secretary in July 2007.
John Mavridis has been a director of the Company since December 2004 and is also a founder and President of a legal and business advisory firm based in Montreal.
Richard Boudreault has been a director of the Company since December 2004 and he is also one of the Company's independent directors. He is also the founder and President of a private aerospace technology consulting company based in Montreal.
Michel Baril has been a director of the Company since January 2005 and is also one of the Company's independent directors. He also sits on the board of other public companies.
DISCLOSURE REVIEW AND GOVERNANCE INITIATIVES
Following their election, the Board of Directors met and assessed the results of the completed review of its disclosure obligations as initiated by the TSX Venture Exchange (the "Exchange" or "TSXV"). Management confirmed with the Board of Directors the various steps the Company has undertaken to improve corporate governance and disclosure practices.
In May 2006 the Exchange initiated a review of the Company after the Exchange required the Company retract/clarify forward-looking information, projections and materiality of certain agreements in three press releases issued in May 2006 (which was done).
This matter was resolved in part since after discussions with the Exchange, the Company was obliged in the future, if Raymor was precluded from disclosing the identity of the client or the financial terms of a transaction or sales order, because of non-disclosure agreements, it would indicate in such press releases whether or not the orders were material.
During the course of this review, the Exchange had identified that the Company had issued several press releases that failed to disclose the terms of certain transactions or agreements, did not include all material facts, and included non-compliant revenue projections and forecasts.
As a result of these disclosure concerns the Company was required by the Exchange to have all its press releases pre-filed with Market Regulation Services Inc. ("RS Inc.") prior to dissemination.
In order to address the above Raymor had implemented changes to its Disclosure Policy and at the end of the review, the TSXV confirmed that the Company was no longer required to pre-file its press releases with RS Inc.
During its review, the Exchange also indicated that the Company failed to disclose its corporate governance practices and properly disclosure management compensation pursuant to Exchange Polices. These omissions were rectified and the Company has been compliant in all following filings.
Furthermore, as a result of one of its independent directors being appointed Chief Financial Officer in the fall of 2006, the Company was not in compliance of the Audit Committee requirements of the Exchange to have a minimum number of non-management/independent directors on its Audit Committee. This was rectified in July 2007 by the appointment of a new Corporate Secretary.
Given the length of the review and the items mentioned above, the Exchange has advised that it will not be taking any further action against the Company at this time. However, the Company is now placed on Notice to Comply with all Exchange Requirements. Any further violations of Exchange Requirements may result in a review being commenced and further action being initiated by the Exchange.
The Company wishes to advise that the matters raised in the review have been rectified and the Company has demonstrated that it has adopted measures to ensure that it complies with its obligations. The Company is confident that these measures satisfactorily address all issues.
The Company is committed to the highest level of compliance with its regulatory obligations and the Board of Directors reviews these matters on an on-going basis.
About Raymor Industries
RAYMOR INDUSTRIES INC. (TSX VENTURE:RAR) has as its mission to become a leading developer of high technology for the production of single-walled carbon nanotubes, nanomaterials and other advanced materials for high value-added applications. Raymor Industries operates three wholly-owned, industrial subsidiaries, Raymor Nanotech, Raymor Aerospace and AP&C Advanced Powders and Coatings, specializing in nanotechnology and advanced materials, and comprising four divisions: (1) nanotechnology products, including nano-powders, nano-coatings, and single-walled carbon nanotubes (C-SWNT) for "the applications of tomorrow"; (2) thermal spray coatings, which largely targets military, aeronautical, aerospace, specialized industrial, and mining applications; (3) spherical metallic powders, primarily used for biomedical and aerospace applications; and (4) net-shape forming, a component manufacturing technique used for ballistic protection and other aerospace and military applications. Raymor holds the exclusive rights to more than 20 patents throughout the world, with other patents pending.
ON BEHALF OF THE BOARD OF DIRECTORS
Stephane Robert, President.
FOR MORE INFORMATION ON RAYMOR INDUSTRIES, A NANOTECH 100 COMPANY AND LIST OF NANOTECH 100 COMPILED BY IANANO, PLEASE VISIT: http://www.raymor.com
VERSION FRANCAISE SERA DISPONIBLE SUR LE SITE WEB DE RAYMOR
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release