MISSISSAUGA, ON, March 26, 2021 /CNW/ - Aegis Brands Inc. ("Aegis" or the "Company") (TSX: AEG) announced today that it does not anticipate being in a position to file its audited annual financial statements, management's discussion and analysis, annual information form and related certifications for the fiscal year ended December 26, 2020 (the "Annual Filings") on or before March 26, 2021, as required by applicable securities laws, due to unforeseen delays in obtaining certain third-party reports required in connection with the Company's fiscal 2020 audit.
The Annual Filings had been diligently prepared by the Company and the audit was commenced in accordance with the Company's historical practice. A deadline of March 19, 2021 (one week prior to the filing deadline) was imposed on third parties from whom confirmations were required. The Company had no reason to expect that these confirmations would not be forthcoming by this deadline, and the Company and its auditors have repeatedly followed up with the relevant third parties following the expiration of the deadline in order to obtain the required confirmations.
The Company's management is continuing to work diligently with its auditors to obtain the required third-party reports, and has received assurances that these reports are forthcoming. The Company and its auditors are committed to expediting the review of the materials once received and have sufficient resources to do so. The Company expects to receive the reports and have the audit of its financial statements completed and the Annual Filings filed as soon as they are available and no later than April 5, 2021.
The Company has filed an application with the Ontario Securities Commission, its principal regulator, for a management cease trade order ("MCTO"), in accordance with National Policy 12-203 - Management Cease Trade Orders ("NP 12-203"). The issuance of a MCTO would not generally affect the ability of persons who are not officers or directors of the Company to trade in the Company's securities. If the MCTO is granted, the MCTO will prohibit the chief executive officer, the chief financial officer, and possibly the directors or other officers of the Company from trading in securities of the Company for so long as the Annual Filings are not filed. There can be no certainty that a MCTO will be granted. The applicable regulatory authorities may instead determine to issue a full cease trade order against the Company.
The Company has established a blackout on trading of the Company's securities by directors and officers and intends to continue the blackout until two full business days following the filing of the Annual Filings.
The Company confirms that it intends to satisfy the provisions of the alternative information guidelines found in NP 12-203 for so long as it is delayed in filing the Annual Filings. The Company is not subject to any insolvency proceedings nor is there any other material information concerning the affairs of the Company that has not been generally disclosed.
About Aegis Brands Inc.
Founded in 1975, Aegis Brands Inc., formerly The Second Cup Ltd., is a Canadian specialty coffee retailer operating franchised and company-owned cafés across Canada. In November 2019, the Company announced its intention to implement a new operating structure in support of its new strategy. The Company now owns and operates the existing Second Cup Coffee Co. specialty coffee business as part of a portfolio of brands that also includes Bridgehead and Hemisphere Cannabis Co. For more information, please visit www.aegisbrands.ca or find the Company on Facebook and Twitter.
Cautionary Note Regarding Forward Looking Information
Certain information set out in this news release constitutes forward-looking information. Forward looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "intend", "could", "might", "should", "believe" and similar expressions. In particular, this news release contains forward-looking statements in respect of among other things, the filing of the Annual Filings and the timing thereof. Forward-looking statements are based upon the opinions and expectations of management of the Company as at the effective date of such statements and, in certain cases, information provided or disseminated by third parties. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, and that information obtained from third party sources is reliable, they can give no assurance that those expectations will prove to have been correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this document, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, risk factors set forth in the Company's most recent management's discussion and analysis under the heading "Risk and Uncertainties", a copy of which is filed on SEDAR at www.SEDAR.com, and readers are cautioned that the risk factors disclosed therein should not be construed as exhaustive. These statements are made as at the date hereof and unless otherwise required by law, the Company does not intend, or assume any obligation, to update these forward-looking statements.
SOURCE Aegis Brands Inc.