Newtopia Announces Delay in Annual Filings

TORONTO, April 29, 2024 /CNW/ - Newtopia Inc. ("Newtopia" or the "Company") (TSXV: NEWU) (OTCQB: NEWUF), a tech-enabled habit change provider focused on preventing, slowing and reversing chronic disease, announces a delay in the filing of its audited annual financial statements, management's discussion and analysis and related chief executive officer (CEO) and chief financial officer (CFO) certifications (collectively, the "Annual Filings") for the financial year ended December 31, 2023, which were due today under Canadian securities law requirements.

The reason for the delay is due to the Company's auditors, MNP LLP ("MNP"), requiring additional time to complete their remaining audit and quality procedures. The Company notes that there have been no disagreements between the Company and the auditor regarding any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures. The Company's management, together with its audit committee, has been working with and will continue to work with its auditors to provide all necessary information and complete the Annual Filings. MNP has committed to concluding its procedures by no later than May 15, 2024.  

As a result of the delay, the Company expects to be noted in default by applicable securities regulatory authorities in Canada and that the Ontario Securities Commission, as principal regulator, will issue a 'failure-to-file' cease trade order ("FFCTO") in accordance with the principles and guidance set out in National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions of the Canadian Securities Administrators. The FFCTO is expected to prohibit any trading in securities of the Company for so long as it remains in effect, in all Canadian jurisdictions in which the Company is a reporting issuer as well as certain other Canadian jurisdictions based on the provisions of local securities legislation and is anticipated to remain in effect until after the Annual Filings have been filed. The FFCTO is also expected to result in a suspension of the Company's shares from trading on the TSX Venture Exchange ("TSXV"), which will continue until the FFCTO is revoked and all TSXV requirements are satisfied.

The Company intends to provide updates if and when necessary in accordance with applicable securities laws.

Newtopia is a personalized whole health platform helping people create positive lifelong habits that prevent, slow, or reverse chronic disease while reducing healthcare costs. The platform leverages genetic, social and behavioral insights to create individualized prevention programs with a focus on metabolic disease, diabetes, mental health challenges, hypertension, weight management and musculoskeletal disorders. With a person-centered approach that combines virtual care, digital tools, connected devices and actionable data science, Newtopia delivers sustainable clinical and financial outcomes. Newtopia serves some of the largest nationwide employers and health plans and is currently listed in Canada on the Toronto Stock Exchange (TSXV: NEWU) and is quoted in the US on the OTCQB^® Venture Market (OTCQB: NEWUF). To  learn more, visit newtopia.com, LinkedIn or X.

This news release contains forward-looking information and forward-looking statements, within the meaning of applicable Canadian securities legislation, and forward looking statements, within the meaning of applicable United States securities legislation (collectively, "forward-looking statements"), which reflects management's expectations regarding Newtopia's future growth, results from operations (including, without limitation, future production and capital expenditures), performance (both operational and financial) and business prospects and opportunities. Wherever possible, words such as "predicts", "projects", "targets", "plans", "expects", "does not expect", "budget", "scheduled", "estimates", "forecasts", "anticipate" or "does not anticipate", "believe", "intend" and similar expressions or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative or grammatical variation thereof or other variations thereof, or comparable terminology have been used to identify forward-looking statements. All statements other than statements of historical fact may be forward-looking ?information. Such statements reflect Newtopia's current views and intentions with respect to future ?events, based on information available to Newtopia, and are subject to certain risks, uncertainties and ?assumptions. Material factors or assumptions were applied in providing forward-looking information. While forward-looking statements are based on data, assumptions and analyses that Newtopia believes are reasonable under the circumstances, whether actual results, performance or developments will meet Newtopia's expectations and predictions depends on a number of risks and uncertainties that could cause the actual results, performance and financial condition of Newtopia to differ materially from its expectations. These forward-looking statements include, among other things, statements with respect to the FFCTO, the expected filing of the Annual Filings and the completion of the audit MNP by the target date. Forward-looking statements are not a guarantee and are based on a number of estimates and assumptions management believes to be relevant and reasonable, whether actual results, performance or developments will meet Newtopia's expectations and predictions depends on a number of risks and uncertainties that could cause the actual results, performance and financial condition of Newtopia to differ materially from its expectations. Certain of the "risk factors" that could cause ?actual results to differ materially from Newtopia's forward-looking statements in this news release ?include, without limitation: risks related to COVID-19 including various recommendations, orders and measures of ??governmental authorities to try to limit the pandemic, including travel restrictions, border closures, ??non-essential business closures, quarantines, self-isolations, shelters-in-place and social ?distancing, ?disruptions to markets, economic activity, financing, supply chains and sales channels, ?and a ?deterioration of general economic conditions including a possible national or global ?recession; and other general economic, market and business conditions and factors, including the risk factors discussed or referred to in Newtopia's disclosure documents, filed with the securities ?regulatory authorities in certain provinces of Canada and available at www.sedar.com, including Newtopia's final long form prospectus dated March 30, 2020.

For more information on these risks please see the "Risk Factors" in Newtopia's final long-form prospectus dated March 30, 2020. Should any factor affect Newtopia in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, Newtopia does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this news release is made as of the date of this news release, and Newtopia undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.

Neither TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.

For further information:
Chief Executive Officer:
Jeff Ruby, [email protected]; 888-639-8181

SOURCE Newtopia Inc.