TORONTO, ON (April 15, 2024 – PowerBand Solutions Inc. (TSXV: PBX; OTC Pink: PWWBF) (“PowerBand” or the “Company”) announces that as a result of delays in the completion of its audit, the Company will be unable to meet its filing deadline of April 29, 2024, for filing of its audited annual financial statements for the year ended December 31, 2023 and 2022 and management’s discussion and analysis for the year ended December 31, 2023 and 2022 (collectively, the “Annual Filings”)
The Company was not able to complete the Annual Filings within the time periods required by National Instrument 51-102 – Continuous Disclosure Obligations, due to the delay in commencing the audit owing to the resignation of its previous auditor and the appointment of its successor auditor, HDCPA Professional Corporation. As a result, the Company requires additional time to complete the Annual Filings.
In response to the Annual Filings delay, the Company has applied to the Ontario Securities Commission for a management cease trade order (“MCTO“) under National Policy 12-203 – Management Cease Trade Orders (“NP 12-203“) that will prohibit the management of the Company from trading in the securities of the Company until such time as the Annual Filings are filed. No decision has yet been made by the Ontario Securities Commission on this application. The Ontario Securities Commission may grant the application and issue the MCTO or it may impose an issuer cease trade order if the Annual Filings are not filed in a timely fashion.
The Company continues to work to complete its annual financial statements for the year ended December 31, 2023 and expects to file the Annual Filings no later than June 29, 2024, and will issue a news release once they have been filed. Until the Company files the Annual Filings, it will comply with the alternative information guidelines set out in NP 12-203. The guidelines, among other things, require the Company to issue bi-weekly default status reports, in the form of news releases, for so long as the Annual Filings have not been filed.
Until the Company has filed the Annual Filings, members of the Company’s management and other insiders are subject to an insider trading black-out policy as per its internal Insider Trading Policy that is consistent with the principles in Section 9 of National Policy 11-207 – Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions. The Company confirms that, other than as disclosed in prior press releases and material change reports, there have been no material business developments since the filing on November 30, 2023 of the Company’s interim financial reports for the period ended September 30, 2023. There are no insolvency proceedings involving the Company.
About PowerBand Solutions Inc.
PowerBand Solutions Inc., listed on the TSX Venture Exchange, OTC Pink, and Frankfurt markets, is a fintech provider disrupting the automotive industry. PowerBand’s integrated, cloud-based transaction platform facilitates transactions amongst consumers, dealers, and funders. PowerBand’s transaction platform – trademarked under DRIVRZ™ – is being made available across the United States of America.
For further information, please visit the Powerband website or contact:
Shibu Abraham
Chief Financial Officer and Director
E: [email protected]
P: 1-866-768-7653
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
Forward-Looking Information
Certain information included herein is forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information may include statements regarding the objectives, business strategies to achieve those objectives, expected financial results (including those in the area of risk management), economic or market conditions, and the outlook of or involving PowerBand, its subsidiaries and its businesses. Such information is typically identified by words such as “anticipate”, “believe”, “continue”, “estimate”, “expect”, “plan”, “forecast”, “future”, “outlook, “guidance”, “may”, “project”, “should”, “strategy”, “target”, “will” or similar expressions suggesting future outcomes. Forward-looking information in this document includes: future financial position and anticipated timing of the filing of the Company’s annual financial statements.
Forward-looking information is provided for the purpose of providing information about management’s expectations and plans about the future and may not be appropriate for other purposes. Forward-looking information herein is based on various assumptions and expectations that PowerBand believes are reasonable in the circumstances. No assurance can be given that these assumptions and expectations will prove to be correct. Those assumptions and expectations are based on information currently available to PowerBand, including information obtained from third party industry analysts and other third-party sources, and the historic performance of PowerBand’s businesses. Such assumptions include the timing of receipt of necessary regulatory approvals, that the annual financial statements will be filed in the period estimated herein, granting of the MCTO by the Ontario Securities Commission, anticipated financial performance, current business and economic trends, the amount and timing of future dividends paid by PowerBand, business prospects, utilization of tax basis, regulatory developments, currency, exchange and interest rates, commodity prices relating to the automotive industry, trading data, cost estimates, our ability to obtain financing on acceptable terms, and statements regarding net working capital, anticipated operational and capital expenditure reductions, the length and impact of COVID-19 on PowerBand’s businesses and customers and capital expenditure requirements of PowerBand, the assumptions set forth under the “Financial Outlook” and “Risk Factors” sections of our MD&A. The forward-looking information is also subject to the risks and uncertainties set forth below.
When relying on our forward-looking information to make decisions with respect to PowerBand, investors and others should carefully consider the preceding factors, other uncertainties and potential events. Any forward-looking information is provided as of the date of this document and, except as required by law, PowerBand does not undertake to update or revise such information to reflect new information, subsequent or otherwise. For the reasons set forth above, investors should not place undue reliance on forward-looking information.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.
