Sproutly Announces Cease Trade Order

VANCOUVER, BC, Sept. 6, 2022 Sproutly Canada, Inc. Sproutly announced today that, the British Columbia Securities Commission has issued a general “failure to file” cease trade order pursuant to National Policy 11-207 – Failure to File Cease Trade Orders and Revocations in Multiple Jurisdictions dated September 6, 2022 in respect of the securities of the Company as a result of Sproutly’s inability to file its audited financial statements for the year ended February 28, 2022 and the related management’s discussion and analysis and CEO and CFO certificates by the prescribed deadline of August 28, 2022 and to file its interim financial results for the quarter ended May 31, 2022, and the related management’s discussion and analysis and CEO and CFO certificates by the prescribed deadline of August 29, 2022.

The Company’s 2022 audit currently remains ongoing and as previously disclosed, is experiencing delays caused by the transition to a new audit firm, as well as the complexities arising from the Companies’ Creditors Arrangement Act (Canada) filing of the Company’s subsidiaries, Toronto Herbal Remedies Inc. and Sproutly Inc.  The CTO will remain in place until such time as the Annual Filings and Q1 filings are filed by the Company, currently expected before September 30, 2022 and October 15^th, 2022, respectively.

The CTO prohibits the trading by any person of any securities of the Company in each jurisdiction in Canada in which the Company is a reporting issuer, including trades in the Company’s common shares made through the Canadian Securities Exchange, for as long as the CTO remains in effect; however, the CTO provides an exception for beneficial securityholders of the Company who are not currently (and who were not as of September 6, 2022) insiders or control persons of the Company and who sell securities of the Company acquired before September 6, 2022 if both of the following criteria are met: (i) the sale is made through a “foreign organized regulated market”, as defined in section 1.1 of the Universal Market Integrity Rules of the Investment Industry Regulatory Organization of Canada and (ii) the sale is made through an investment dealer registered in a jurisdiction of Canada in accordance with applicable securities legislation.

There is 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 is not currently subject to any insolvency proceedings. 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.

Sproutly  produce proprietary natural water-soluble Infuz2O and BioNatural Oils. Beverage and edible products produced using the whole plant extracts will deliver true to strain whole plant experiences to new consumers and cannabis connoisseurs alike, ushering in the Cannabis 3.0 revolution. Sproutly intends to enter into partnerships with established companies and consumer brands to market unique products that deliver cannabis and hemp whole plant experience and health and wellness benefits, in major commercial territories around the world.

(This information is primarily sourced from Sproutly Canda Inc. Highly Capitalized has neither approved nor disapproved the contents of this news release. Read our Disclaimer here).