SIMPLY SOLVENTLESS ADVISES OF DELAY IN FILING ANNUAL FINANCIAL STATEMENTS DUE TO AUDIT DELAY, PROVIDES UPDATE ON TERMINATION OF CANADABIS ACQUISITION, & FILES APPLICATION FOR MANAGEMENT CEASE TRADE ORDER
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CALGARY, AB, April 30, 2025 /CNW/ - Simply Solventless Concentrates Ltd. (TSXV: HASH) ("SSC" or the "Company") announces that it will not be in a position to file its audited annual financial statements for the year ended December 31, 2024, the related management's discussion and analysis and related CEO and CFO certificates by the required deadline of April 30, 2025 (the "RequiredFilings") due to a delay in the financial statement audit process, provides further information regarding the CanadaBis Capital Inc. ("CanadaBis") arrangement agreement ("Arrangement Agreement") termination, and files a management cease trade order ("MCTO") application with the Alberta Securities Commission ("ASC").
SSC Logo (CNW Group/Simply Solventless Concentrates Ltd.)
Annual 2024 Financials Filing Delay
SSC was notified by its on auditor on April 28, 2025 that it was likely the audit of its annual financial statements and management discussion and analysis for the year ended December 31, 2024 would not be complete by April 30, 2025. The delay is due to the fact that SSC's auditors require additional time to complete the audit process. In particular, SSC and its auditor are evaluating the tax treatment of a reorganization transaction of one of its subsidiaries completed prior to SSC's acquisition of it, pursuant to which certain debt of the subsidiary owing to its then parent company was settled in exchange for shares. The tax implications of this reorganization are complicated and have resulted in extensive investigation and additional audit procedures.
SSC expects to file its 2024 annual financial statements and related management's discussion and analysis on May 21, 2025. SSC believes that it is close to resolving all related audit matters, and is using its best efforts to work with its auditor to conclude on the audit as soon as possible. SSC will provide further information regarding the timing of the filing of its Required Filings as it becomes available.
Other than as disclosed herein, the Company is up to date in its filing obligations.
CanadaBis Acquisition Termination
SSC has received a notice of termination from CanadaBis with respect to the Arrangement Agreement dated March 11, 2025 between SSC and CanadaBis. The Arrangement Agreement provided for the acquisition of all of the issued and outstanding shares of CanadaBis by SSC by way of a court approved plan of arrangement under the Business Corporations Act (Alberta).
CanadaBis stated in its news release dated April 28, 2025: "Recent information constitutes an SCC Material Adverse Change under the terms of the Arrangement Agreement". SSC categorically denies that there is any SSC Material Adverse Change and is of the opinion that CanadaBis has not validly terminated the Arrangement Agreement in accordance with its terms. SSC has demanded payment from CanadaBis of the break fee in the amount of $1,200,000 by no later than April 30, 2025.
The termination of the Arrangement Agreement is unrelated to the delay in filing the Required Filings.
Jeff Swainson, President and CEO of SSC stated: "We are working expeditiously towards completion of the audit and filing of our financial statements. The audit delay is entirely unrelated to the termination by CanadaBis of the Arrangement Agreement. SSC refutes that any material adverse change has happened to our business and SSC is pursuing all legal remedies against CanadaBis, including payment of a $1.2 million break fee, for the invalid termination of the Arrangement Agreement. CanadaBis raised $4.1 million capital after the Arrangement Agreement was announced, while SSC incurred cost and worked in good faith to close the transaction. We are not deterred, and upon filing our financial statements we are steadfastly committed to our business plan."
Management Cease Trade Order
SSC has applied to the ASC, as principal regulator for the Company, and to the British Columbia Securities Commission, the Financial and Consumer Affairs Authority of Saskatchewan and the Ontario Securities Commission for the imposition of a management cease trade order under National Policy 12-203 – Management Cease Trade Orders ("NP 12-203") throughout the duration of the default.
The management cease trade order, if approved, will generally not affect the ability of persons who are not or have not been management of the Company to trade in its securities.
SSC confirms that it will satisfy the provisions of the alternative information guidelines under NP 12-203 by issuing biweekly default status reports in the form of news releases for so long as it remains in default of the above-noted filing requirements.
SSC confirms that there is no other material information relating to its affairs that has not been generally disclosed. The Company is not involved in any insolvency proceedings.
About Simply Solventless Concentrates Ltd.
SSC is a public company incorporated under the Business Corporations Act (Alberta). SSC's mission is to provide pure, potent, terpene-rich ready to consume cannabis products to discerning cannabis consumers. For more information regarding SSC, please see www.simplysolventless.ca.
Notice on Forward Looking Information
This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends", "expects", "projected" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward looking statements concerning the timing of release of the Required Filings, the audit being completed, the resolution of audit matters, a $1.2 million break fee demanded by SSC, and the receipt of a MCTO. SSC cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of SSC, including expectations and assumptions concerning SSC, the timing of completion of the audit, the resolution of audit matters, the timing of receipt of the MCTO if at all, and whether CanadaBis pays the break fee as demanded by SSC, expectations and assumptions concerning SSC, the ability to maintain relationships with customers, employees and suppliers, the timing and market acceptance of products, competition in SSC's markets, SSC's reliance on customers, fluctuations in interest rates, SSC's ability to maintain good relations with its customers, employees and other stakeholders, changes in law or regulations, SSC's ability to protect its intellectual property, as well as other risks and uncertainties, including those described in SSC's filings available on SEDAR+ at www.sedarplus.ca. The reader is cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of SSC.
The reader is cautioned not to place undue reliance on any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release, and SSC does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
