SPoT Coffee Announces Decline of Management Cease Trade Order Request

Toronto, Ontario--(Newsfile Corp. - April 15, 2024) - SPOT COFFEE (CANADA) LTD. (TSXV: SPP) ("SPoT" or the "Company") announces that its application for a Management Cease Trade Order (as announced April 8, 2024) to the Ontario Securities Commission (the "OSC"), as principal regulator of the Company, for a management cease trade order ("MCTO") under National Policy 12-203 - Management Cease Trade Orders ("NP 12-203") in respect of the anticipated late filing of its audited annual financial statements, accompanying management discussion and analysis and related CEO and CFO certifications in respect of the financial year ended December 31, 2023 (collectively, the "Annual Filings") has been declined by the OSC on the basis that the OSC does not consider there to be a sufficiently active, liquid market for the issuer's securities in order to grant an MCTO.

Due to the delays in confirming the appointment of auditors stemming from financial constraints, the Company does not anticipate completing the Annual Filings prior to the filing deadline (being April 29, 2024), in which case the OSC may issue a failure-to-file cease trade order ("FFCTO") against the Company. If issued, a FFCTO would affect trading in all securities of the Company and would remain in effect until such time as the Company has completed the Annual Filings. Provided that the Annual Filings are made within 90 days of the date of an FFCTO, the said filings would constitute the Company's application to have the FFCTO revoked.

The Company intends to continue to work diligently and expeditiously with its auditors to file the Annual Filings as soon as possible, and in any event no later than June 29, 2024.

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.

For Further Information, Please Contact:

[email protected] or Anton Ayoub, President and CEO (416)368-2220 Ext.228

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/205460