CBD Global Announces Delayed Filing of Annual Financial Statements and MD&A and Application for Management Cease Trade Order

Rhea-AI Summary

CBD Global Sciences Inc. (OTC: CBDNF) announced a delay in filing its annual financial statements for the year ended December 31, 2021. The delay, due to the extensive audit work required from auditors regarding the business combination with Resinosa, LLC, pushes the filing beyond the May 2, 2022 deadline. The company has applied for a Management Cease Trade Order (MCTO) from the Alberta Securities Commission, which is pending approval. Despite this setback, the company confirms no material business developments since the last financial statements.

Positive

• The company intends to file annual financial statements by July 1, 2022.
• No material business developments have been reported since the last financial statements.

Negative

• Delay in annual financial filings could raise regulatory concerns.
• The necessity for a Management Cease Trade Order may cause uncertainty among investors.

DENVER, CO, April 19, 2022 (GLOBE NEWSWIRE) -- via NewMediaWire  – CBD Global Sciences Inc., dba Global Sciences Inc., (OTC: CBDNF) (CSE: CBDN) (Frankfurt: GS3.F) (Munich: GS3.MU) (the "Company") would like to provide an update on the status of the filing of its annual financial statements, accompanying management’s discussion and analysis and related CEO and CFO certifications for the year ended December 31, 2021 (collectively, the "Annual Filings").   

The Company was advised by its external auditors that they will require additional time to complete its internal review and audit procedures for the Company’s financial year ended December 31, 2021.  The principal reason for the delay is the significant amount of additional work and in-depth procedures required to be performed by the Company and its external auditor in connection with the business combination of Resinosa, LLC, including but not limited to fair value assessments related thereto, the completion of historical financial statement audits of Resinosa, LLC, and the transition to International Financial Reporting Standards by Resinosa, LLC, thus the Company anticipates the Annual Filings will be delayed beyond the required filing deadline: (i) under Parts 4 and 5 of National Instrument 51-102 – Continuous Disclosure Obligations and pursuant to National Instrument 52-109 – Certification of Disclosure in Issuer’s Annual and Interim Filings, being May 2, 2022 (the "Filing Deadline").  

Other than as previously disclosed by the Company and herein with this press release, the Company confirms that there have been no material business developments since the date of its last financial statements that were filed. The Company intends to continue to work diligently and expeditiously with its auditors and expects to file the Annual Filings as soon as possible, and in any event no later than July 1, 2022. 

Management Cease Trade Order Application 

In light of the delay in filing of the Annual Filings prior to the Filing Deadline, the Company is providing this default announcement in accordance with National Policy 12-203 Management Cease Trade Orders ("NP 12-203").  The Company has made an application to the Alberta Securities Commission (the "ASC"), as principal regulator of the Company, for a management cease trade order ("MCTO") under NP 12-203 in respect of the anticipated default regarding the Annual Filings. The granting of the MCTO is at the discretion of the Alberta Securities Commission and there is no guarantee that this will be granted.  The issuance of the MCTO will not affect the ability of persons who have not been directors, officers or insiders of the Company to trade in their securities. In the event that the MCTO is granted, it will be in effect until the default is remedied.  The Company intends to follow the provisions of the Alternative Information Guidelines set out in NP 12-203, including the issuance of bi-weekly default status reports in the form of news releases, for as long as the Company remains in default.  

ABOUT GLOBAL SCIENCES INC.

CBD Global Sciences, Inc., dba Global Sciences Inc. has become a multifaceted company focused on utilizing the Industrial Hemp plant to create a Healthier Way of Living. Its website can be found at www.globalsciences.ca. Global Sciences, Inc. is a hemp-based CBD producer and branding investment vehicle which currently owns multiple brands like the name Aethics™ www.aethics.com and CANNAOIL™ www.cannaoilshop.com, offering CBD Oil tinctures (liquid products), CBD capsules, CBD topicals, Hydration products, and confectionery products. Global Sciences hemp-derived CBD extracts are sold online through select distributors and brick-and- mortar retailers.  Through its wholly-owned subsidiaries, Global Sciences Holdings, Resinosa LLC, www.resinosa.com, and Legacy Distribution Group, www.legacydistributiongroup.com, Global Sciences is delivering quality CBD products in retail and e-commerce formats nationwide. The Direct Store Delivery (DSD) provides distribution services for multiple vendors of CBD-infused products and non-CBD products throughout the Colorado and Wyoming territories servicing over 750 C-store and large box retailers with expansion plans to exceed 5,000 stores in the next 12-24 months. In addition to Legacy Distribution, it has a manufacturing division, Resinosa LLC www.Resinosa.com, with its capabilities to provide cGMP manufacturing to the CBD industry with both private label and white label CBD and non-CBD product lines. 

For further information, don’t hesitate to contact Investor Relations at 720-881-2541 or email info@globalsciences.com. You can also go to www.globalsciences.ca for more information about Global Sciences.

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATION SERVICES PROVIDER HAS REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE. 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release

includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to future developments and the business and operations of the Corporation.  Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to general business, economic, competitive, political and social uncertainties; and delay or failure to receive board, shareholder or regulatory approvals.  Readers should not place undue reliance on forward-looking statements.  The Corporation 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 law.

FAQ

What is the status of CBD Global Sciences' annual financial filings?

CBD Global Sciences announced that its annual financial filings for 2021 will be delayed beyond the May 2, 2022 deadline due to extensive audit requirements.

Why is CBD Global Sciences applying for a Management Cease Trade Order?

The company is applying for a Management Cease Trade Order because it anticipates a default in filing its annual financial statements on time.

What are the new expected filing dates for CBD Global Sciences' financial statements?

CBD Global Sciences expects to file its annual financial statements no later than July 1, 2022.

What is the significance of the business combination with Resinosa, LLC for CBD Global Sciences?

The business combination with Resinosa, LLC requires significant audit work, which has contributed to the delay in filing financial statements for 2021.