Atlas Global Brands Provides Update on Delay in Filing Annual and Interim Financial Statements

CHATHAM, ONTARIO and TEL-AVIV, ISRAEL, Aug. 09, 2023 (GLOBE NEWSWIRE) -- Atlas Global Brands Inc. (“Atlas Global” or the “Company”) (CSE: ATL), a cannabis company with expertise across the value chain, announces today that, as anticipated, due to the complexity of accounting for the Company’s tri-partite and multijurisdictional business combination completed on December 30, 2022 and subsequent acquisitions, it did not file its audited annual consolidated financial statements and related management’s discussion and analysis and certifications for the financial year ended March 31, 2023 (collectively, the “Required Annual Filings”) by July 31, 2023 as required by National Policy 51-102 – Continuous Disclosure Obligations. As a result, effective August 8, 2023, the Ontario Securities Commission (the “OSC”), as the principal regulator, has issued a failure-to-file cease trade order (“FFCTO”).

The FFCTO will be revoked automatically upon the Company making the Required Annual Filings. The Company continues to work diligently to complete the Required Annual Filings as soon as possible.

The FFCTO 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 and in which Multilateral Instrument 11-103 – Failure-to-File Cease Trade Orders in Multiple Jurisdictions applies, for as long as the FFCTO remains in effect.

Despite the FFCTO, a beneficial security holder of the Company who is not, and was not as at August 8, 2023 an insider or control person of the Company, may sell securities of the Company acquired before August 8, 2023 if both of the following apply: (a) the sale is made through a "foreign organized regulated market", as defined in section 1.1 of the Universal Market Integrity Rules of the Canadian Investment Regulatory Organization and (b) the sale is made through an investment dealer registered in a jurisdiction of Canada in accordance with applicable securities legislation.

The FFCTO does not otherwise affect the Company’s business operations and the Company continues to focus on executing its business plan to leverage its EU-GMP certifications to increase its share of high margin jurisdictions.

As more particularly set out in the news release filed on July 14, 2023, the Company previously applied for a management cease trade order (“MCTO”) pursuant to National Policy 12-203 – Management Cease Trade Orders (“NP 12-203”) of the Canadian Securities Administrators in respect of its Required Annual Filings; and (ii) its interim financial report and related management’s discussion and analysis and certifications for the interim period ended June 30, 2023, due August 29, 2023 (collectively, the “Required Interim Filings”). The OSC however did not view the Company as meeting all the eligibility criteria for the MCTO set out in NP 12-203, in particular, the requirement for an "active, liquid market" for its common shares within the meaning of NP 12-203.