VANCOUVER, British Columbia, April 06, 2023--Wellbeing Digital Sciences Inc. ("Wellbeing" or the "Company") (NEO: MEDI) (OTC: KONEF) (FRA: SQ2) announces that the British Columbia Securities Commission (the "BCSC") has issued a Failure-to-File Cease Trade Order ("FFCTO") pursuant to National Policy 11-207 – Failure to File Cease Trade Orders and Revocations in Multiple Jurisdictions dated, April 5, 2023, in respect of the securities of the Company as a result of the Company’s inability to file its:
- interim financial report for the period ended January 31, 2023,
- annual audited financial statements for the year ended October 31, 2022,
- management's discussion and analysis for the periods ended October 31, 2022 and January 31, 2023,
- annual information form for the year ended October 31, 2022, and
- certification of annual and interim filings for the periods ended October 31, 2022 and January 31, 2023,
all as required by National Instrument 51-102 - Continuous Disclosure Obligations and National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings (collectively, the "Documents").
As previously disclosed, the Company recently changed accounting firms, which prompted the initial delay, and, due to the complexity of Wellbeing’s business, the delay has continued longer than anticipated. The Company is working diligently and expeditiously with its auditors and expects to file the Documents as soon as possible with a current expectation of on or about April 30, 2023.
The FFCTO prohibits the trading by any person of any securities of the Company in each jurisdiction in Canada in which the Company is a reporting issuer, including trades in the Company’s common shares made through the Canadian Securities Exchange, for as long as the FFCTO remains in effect; however, the FFCTO provides an exception for beneficial security holders of the Company who are not currently (and who were not as of April 5, 2023) insiders or control persons of the Company and who sell securities of the Company acquired before April 5, 2023 if both of the following criteria are met: (i) 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 (ii) the sale is made through an investment dealer registered in a jurisdiction of Canada in accordance with applicable securities legislation.
There is no assurance that the Company will be able to remedy its filing default and have the FFCTO lifted in a timely manner or at all.
The Company is not currently subject to any insolvency proceedings. 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.
ON BEHALF OF THE BOARD OF DIRECTORS:
Chief Executive Officer
WELLBEING DIGITAL SCIENCES
Notice Regarding Forward-Looking Information
This news release contains forward-looking statements including but not limited to statements regarding the Company’s business, assets or investments, as well other statements that are not historical facts. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward looking statements will not occur, which may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward- looking statements. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, investor interest in the business and prospects of the Company. The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no 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 securities law. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made, by third parties in respect of the matters discussed above.
Forward-looking statements in this document include statements concerning Wellbeing’s intent to file the Documents by no later than April 30, 2023, and all other statements that are not statements of historical fact.
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