REG - Yooma Wellness Inc. - Delay in annual filings and cease trade order

Yooma WellnessAnnouncement

24/04/2023 07:15

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RNS Number : 1130X  Yooma Wellness Inc.  24 April 2023

     24 April 2023

 

Yooma Wellness Inc.

('Yooma' or the 'Company' or the 'Group')

 

YOOMA ANNOUNCES ANTICIPATED DELAY IN ANNUAL FILINGS AND CEASE TRADE ORDER

 

Yooma Wellness Inc. (CSE: YOOM, AQSE:YOOM), a wellness platform that markets a
portfolio of CBD and wellness brands, today announced that it anticipates it
will be unable to file the following periodic disclosure documents (the
"Annual Filings") by the filing deadline of 1 May 2023:

 

·    Annual audited financial statements for the year ended 31 December
2022;

·    Management's discussion and analysis for the year ended 31 December
2022; and

·    CEO and CFO certifications of the annual filings for the year ended
31 December 2022.

 

By virtue of being unable to file the Annual Filings by the filing deadline,
the Company anticipates that it will be issued a failure-to-file cease trade
order ("CTO") by the Ontario Securities Commission.

 

The financial and operational challenges faced by the Company over the past
several months have consumed significant financial and management resources,
resulting in inevitable delays which have impacted on the ability of the
Company's external auditor to commence and conduct its audit procedures. The
Company has now resolved these issues to the extent required to allow the
audit to proceed and is working diligently and expeditiously with its auditors
to complete the Annual Filings as soon as possible. The Company anticipates
that it will complete the Annual Filings on or before 31 May 2023, and
revocation of the CTO is expected to occur within a few days after the Annual
Filings are made.

 

A copy of the CTO will be posted on the Ontario Securities Commission website
once issued. The Company expects that the CTO will provide that a beneficial
security holder of the Company who is not, and was not at the date of the CTO,
an insider or control person of the Company, may sell securities of the
Company acquired before the date of the CTO if: (a) the sale is made through a
"foreign organised regulated market", as defined in section 1.1 of the
Universal Market Integrity Rules of the Investment Industry Regulatory
Organisation of Canada; and (b) the sale is made through an investment dealer
registered in a jurisdiction of Canada in accordance with applicable
securities legislation. Holders of the Company's securities are urged to
consult with their own investment advisors or legal counsel about the
implications of the CTO.

 

There can be no assurance that the Company will be able to remedy its filing
default and have the CTO lifted in a timely manner or at all.

 

The Company confirms that there are no insolvency proceedings against it as of
the date of this press 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 press release.

 

About Yooma

 

Yooma is engaged in the marketing and sale of wellness products including hemp
seed oil and hemp-derived and cannabinoid (CBD) ingredients. The company
leverages strategically curated sales channels and ecommerce networks to
deliver a diverse mix of wellness products through operating subsidiaries in
the United Kingdom and France. Learn more at www.yooma.ca
(http://www.yooma.ca) .

 

The directors of the Company accept responsibility for the contents of this
announcement.

 For further information, please contact:

 Yooma Wellness Inc.                        Tel: + 1 512 823 1678

 Jordan Greenberg, CEO                      jgreenberg@yooma.ca (mailto:jgreenberg@yooma.ca)

 AQSE Corporate Adviser:

 Peterhouse Capital Limited                 Tel: +44 (0) 20 7469 0930

 Guy Miller / Mark Anwyl                    Tel: +44 (0) 7990 139 093

 

Notice regarding Forward Looking Statements

 

All information included in this press release, including any information as
to future financial or operating performance and other statements of Yooma
that express management's expectations or estimates of future performance or
activities, other than statements of historical fact, constitute
forward-looking information or forward-looking statements (collectively,
"forward-looking statements") within the meaning of applicable securities laws
and are based on expectations, estimates and projections as of the date
hereof. Forward-looking statements are included for the purpose of providing
information about management's current expectations and plans relating to the
future. Wherever possible, words such as "will", "anticipates", "expected",
"intends" or the negative of these words or other variations thereof, have
been used to identify such forward-looking information. Specific
forward-looking statements include, without limitation, all disclosure
regarding future results of operations, economic conditions and anticipated
courses of action, including statements about the issuance of any cease trade
orders and the contents of these orders, the Company's ability to file its
Annual Filings on the timeliness described above, and the subsequent
revocation of any cease trade orders.

 

There are many risks and uncertainties that may affect forward-looking
statements including, among others, regulatory risk in each jurisdiction in
which Yooma does or intends to operate; the uncertainties, effects of and
responses to the COVID-19 pandemic; reliance on licenses; competition;
dependence on senior management and key personnel; general business risk and
liability; regulation of the CBD industry; changes in laws, regulations and
guidelines; compliance with laws; limited operating history; unfavourable
publicity or consumer perception; product liability, risks related to
intellectual property; product recalls; difficulties with forecasts;
management of growth; litigation; Yooma's ability to effectively integrate
existing and future acquisition targets into its platform; the effects of
competition in the industry; the requirement for increasingly innovative
product solutions and service offerings; trends in customer growth; the
availability of financing to support future growth and working capital
requirements, transactional activity and operations; sufficiency of current
working capital to support future operating and working capital requirements;
Yooma's ability to prepare and file its Annual Filings before the date
specified herein; and other matters which are beyond the control of Yooma.
Although the forward-looking statements contained herein reflect management's
current beliefs and reasonable assumptions based upon information available to
management as of the date hereof, Yooma cannot be certain that actual results
will be consistent with such forward-looking information. Yooma cautions you
not to place undue reliance upon any such forward-looking statements. Yooma
disclaims any intention or obligation to update or revise any forward-looking
statements whether as a result of new information, future events or otherwise,
except as required by applicable law. Nothing herein should be construed as
either an offer to sell or a solicitation to buy or sell securities of Yooma.

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