REG - Yooma Wellness Inc. - Delay in Annual Filings

Yooma WellnessAnnouncement

03/05/2022 12:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220503:nRSC1092Ka&default-theme=true

RNS Number : 1092K  Yooma Wellness Inc.  03 May 2022

Yooma Wellness Announces Delay in Annual Filings and Anticipated Cease Trade
Order

Toronto, Ontario, Canada, May 3, 2022 - Yooma Wellness Inc. ("Yooma" or the
"Company") (CSE: YOOM, AQSE:YOOM), a Toronto-based vertically-integrated
global wellness platform that develops and markets a portfolio of wellness
brands, announced today that due to unexpected delays to its audit, it has
been unable to file the following periodic disclosure documents (the "Annual
Filings") by their filing deadline of May 2, 2022:

 

·    Annual audited financial statements for the year ended December 31,
2021;

·    Management's discussion and analysis for the year ended December 31,
2021; and

·    CEO and CFO certifications of the annual filings for the year ended
December 31, 2021.

 

As a consequence of the Company's inability to file the Annual Filings by the
deadline, the Company anticipates that it will be issued a failure-to-file
cease trade order ("CTO") by the Ontario Securities Commission.

 

The Company's 2021 audit remains ongoing due to the Company's growth and
acquisition activity in 2021.  Although the audit continues to progress well,
it has taken longer than anticipated due in large part to the six significant
acquisitions completed by the Company in 2021, which have transitioned the
Company into a global wellness platform with substantial operations in five
different countries, and the additional time required by the auditor to
complete the audit procedures associated with those acquisitions.

 

Notwithstanding the delay, the Company continues to operate normally without
disruption and is working diligently and expeditiously with its auditor and a
variety of professional advisors to complete the Annual Filings as
expeditiously as possible. The Company confirms that it is not currently
subject to any insolvency proceedings and 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.

 

The Company anticipates that it will complete the Annual Filings on or before
May 24, 2022 and the revocation of any CTO is expected to occur within a few
days after the Annual Filings are made.

 

A copy of any CTO that is issued 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 organized regulated market", as defined in section
1.1 of the Universal Market Integrity Rules of the Investment Industry
Regulatory Organization 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 any CTO.

 

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

( )

About Yooma Wellness Inc.

Yooma's mission is to build a vertically-integrated global leader in the
manufacturing, marketing, distribution, 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 States, United Kingdom, France and Japan.
Learn more at www.yooma.ca
(https://c212.net/c/link/?t=0&l=en&o=3200800-1&h=3290795059&u=http://www.yooma.ca/&a=www.yooma.ca%22%20%5Ct%20%22_blank)
.

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

Issuer Contact:

Jordan Greenberg, CEO

Email: jgreenberg@yooma.ca (mailto:jgreenberg@yooma.ca)

Phone: 1-512-823-1678

 

AQSE Corporate Adviser:

Peterhouse Capital Limited

Guy Miller / Mark Anwyl

Tel: +44 (0) 20 7469 0930

 

 

Media Enquiries

Buchanan

Henry Harrison-Topham / Jamie Hooper

Ariadna Peretz / George Beale

Tel: +44 (0) 20 7466 5000

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", "intend", "believe",
"future", "go forward", "to become", "pursuit", "pursuing", "potential",
"plan", "to enter", "continues to", "expects" 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 those orders, the Company's ability to
file its Annual Filings on the timelines 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;
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.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  NEXBKNBKKBKDPPK