Thursday 26 May 2022

SPoT Coffee provides update on filing of Financial Statements and MD&A

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TORONTO, Canada – SPoT Coffee (CANADA) LTD. (TSXV: SPP) has provided an update on the status of the filing of annual and interim financial statements, accompanying management discussion and analysis and related CEO and CFO certifications.

Due to the continued impact of COVID-19, the SPoT Coffee anticipates the filing of its audited annual financial statements and corresponding management’s discussion and analysis (collectively, the “Annual Filings”) for the financial year ended December 31, 2019 to be delayed beyond the required filing deadline: (i) under Parts 4 and 5 of National Instrument 51-102 – Continuous Disclosure Obligations and pursuant to National Instrument 52-109 – Certification of Disclosure in Issuer’s Annual and Interim Filings, being April 29, 2020; as extended by (ii) the temporary blanket relief implemented by the Ontario Securities Commission Ontario Instrument 51-502 (the “Blanket Relief”), being June 15, 2020 (the “Filing Deadline”).

SPoT Coffee intends to continue to work diligently and expeditiously with its auditors and expects to file the Annual Filings as soon as possible, and in any event no later than July 15, 2020. The Company currently does not anticipate any delay in filing its interim financial statements, management’s discussion and analysis, and the related officer certifications for the financial period ended March 31, 2020, before its filing deadline under NI 51-102, as extended by the Blanket Relief, on July 14, 2020.

Other than as previously disclosed by the Company and herein with this press release, the Company confirms that there have been no material business developments since the date of its most recent interim financial statements, other than as a result of the impact of restatement disclosed above.

SPoT Coffee: Management Cease Trade Order

In light of the delay in filing of the Annual Filings prior to the Filing Deadline, the Company is providing this default announcement in accordance with National Policy 12-203 Management Cease Trade Orders (“NP 12-203”). The Company has made an application to the Ontario Securities Commission (the “OSC”), as principal regulator of the Company, for a management cease trade order (“MCTO”) under NP 12-203 in respect of the anticipated default regarding the Annual Filings.

The granting of the MCTO is at the discretion of the Ontario Securities Commission. The issuance of the MCTO generally will not affect the ability of persons who have not been directors, officers or insiders of the Company to trade in their securities.

In the event that the MCTO is granted, it will be in effect until the default is remedied. The Company intends to follow the provisions of the Alternative Information Guidelines set out in NP 12-203, including the issuance of bi-weekly default status reports in the form of news releases, for as long as the Company remains in default.

The Company confirms as of the date of this news release that there is no insolvency proceeding against it and there is no other material information concerning the affairs of the Company that has not been generally disclosed.

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