TORONTO, June 12, 2020 /CNW/ - SPOT COFFEE
(CANADA) LTD. (TSXV: SPP)
("SPoT" or the "Company") would like to provide 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 Company 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").
The Company 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.
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.
About SPoT Coffee
SPoT Coffee has been designing, building and operating
company-owned and franchise community cafés in the northeastern
United States for over 25 years.
SPoT's cafés provide their customers with the highest quality
service, signature made-to-order meals and award-winning
micro-roasted coffee. Each SPoT café is distinctively designed
to suit the local neighbourhood, creating a warm and friendly
gathering place for the community. SPoT's commercial business
focuses on the sale of roasted coffee beans to food service and
grocery chains, business offices, and resellers such as
universities and hospitals.
We seek Safe Harbor.
Forward Looking Statements
Except for statements of historical fact relating to the
Company, certain information contained herein constitutes
forward-looking statements. Although we believe that the
expectations reflected in the forward-looking information are
reasonable, there can be no assurance that such expectations will
prove to be correct. We cannot guarantee future results,
performance or achievements. Consequently, there is no
representation that the actual results achieved will be the same,
in whole or in part, as those set out in the forward-looking
information.
Forward-looking statements are based on the opinions and
estimates of management at the date the statements are made, and
are subject to a variety of risks and uncertainties and other
factors that could cause actual events or results to differ
materially from those projected in the forward-looking statements.
The forward-looking information contained in this news release is
expressly qualified by this cautionary statement. Except as
required by applicable securities laws, the Company undertakes no
obligation to update forward-looking statements if circumstances or
management's estimates or opinions should change. The reader is
cautioned not to place undue reliance on forward-looking
statements.
Neither 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 the release.
SOURCE Spot Coffee (Canada)
Ltd.
