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Yooma Wellness Inc. - Delay in annual filings and cease trade order

Announcement provided by

Yooma Wellness Inc · YOOM

24/04/2023 07:00

Yooma Wellness Inc. - Delay in annual filings and cease trade order
RNS Number : 1130X
Yooma Wellness Inc.
24 April 2023


24 April 2023


Yooma Wellness Inc.

('Yooma' or the 'Company' or the 'Group')




Yooma Wellness Inc. (CSE: YOOM, AQSE:YOOM), a wellness platform that markets a portfolio of CBD and wellness brands, today announced that it anticipates it will be unable to file the following periodic disclosure documents (the "Annual Filings") by the filing deadline of 1 May 2023:


·    Annual audited financial statements for the year ended 31 December 2022;

·    Management's discussion and analysis for the year ended 31 December 2022; and

·    CEO and CFO certifications of the annual filings for the year ended 31 December 2022.


By virtue of being unable to file the Annual Filings by the filing deadline, the Company anticipates that it will be issued a failure-to-file cease trade order ("CTO") by the Ontario Securities Commission.


The financial and operational challenges faced by the Company over the past several months have consumed significant financial and management resources, resulting in inevitable delays which have impacted on the ability of the Company's external auditor to commence and conduct its audit procedures. The Company has now resolved these issues to the extent required to allow the audit to proceed and is working diligently and expeditiously with its auditors to complete the Annual Filings as soon as possible. The Company anticipates that it will complete the Annual Filings on or before 31 May 2023, and revocation of the CTO is expected to occur within a few days after the Annual Filings are made.


A copy of the CTO 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 organised regulated market", as defined in section 1.1 of the Universal Market Integrity Rules of the Investment Industry Regulatory Organisation 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 the CTO.


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


The Company confirms that there are no insolvency proceedings against it as of the date of this press release. 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.


About Yooma


Yooma is engaged in the marketing 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 Kingdom and France. Learn more at


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


For further information, please contact:


Yooma Wellness Inc.

Jordan Greenberg, CEO



Tel: + 1 512 823 1678


AQSE Corporate Adviser:

Peterhouse Capital Limited

Guy Miller / Mark Anwyl



Tel: +44 (0) 20 7469 0930

Tel: +44 (0) 7990 139 093


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", "anticipates", "expected", "intends" 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 these orders, the Company's ability to file its Annual Filings on the timeliness 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; the availability of financing to support future growth and working capital requirements, transactional activity and operations; 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.

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