Mednow Announces Filing of Application for Management Cease Trade Order and Change of Auditor

Mednow Announces Filing of Application for Management Cease Trade Order and Change of Auditor




Mednow Announces Filing of Application for Management Cease Trade Order and Change of Auditor

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia–(BUSINESS WIRE)–Mednow Inc. (TSXV: MNOW) (OTCQX: MDNWF) (“Mednow” or the “Company“) announces today that it will likely miss its filing deadline of December 30, 2022 to file unaudited interim financial statements and accompanying management’s discussion and analysis and related CEO and CFO certificates for the period ended October 31, 2022 (collectively, the “Interim Filings“), as required under applicable Canadian securities laws.

In connection with the Company’s inability to file the Interim Filings on time, the Company has applied for a Management Cease Trade Order (“MCTO“) under National Policy 12-203 – Management Cease Trade Orders (“NP 12-203“) and is waiting for the British Columbia Securities Commission’s approval.

The Company is applying for a MCTO as a result of ongoing complications in coordinating with the Company’s auditors and collection of required data and documentation to complete the review of the Company and its various subsidiaries, during the period ended October 31, 2022.

The Company expects to file the Interim Filings as soon as they are available, but in any event no later than January 31, 2023, and will issue a news release once the Interim Filings have been filed. Until the Company files the Interim Filings, it will comply with the alternative information guidelines set out in NP 12-203. The guidelines, among other things, require the Company to issue bi-weekly default status reports, in the form of news releases, for so long as the Interim Filings have not been filed.

During the MCTO, the general investing public will continue to be able to trade in the Company’s Class A Common Shares listed on the TSX Venture Exchange. However, the Company’s Chief Executive Officer and Chief Financial Officer and such other directors, officers and persons as determined by the applicable regulatory authorities will not be able to trade in the Company’s shares, nor will the Company be able to, directly or indirectly, issue securities to or acquire securities from an insider or employee of the Company except in accordance with legally binding obligations to do so existing as of December 30, 2022, being the date of the Company’s anticipated continuous disclosure default.

The Company is not currently subject to any insolvency proceedings. If the Company provides any information to any of its creditors during the period in which it is in default of filing the Interim Filings, the Company confirms that it will also file material change reports on SEDAR containing such information.

Change of Auditor

The Company also announces that it has changed its auditor from MNP LLP, Chartered Professional Accountants (the “Former Auditor”) to SRCO Professional Corporation, Chartered Professional Accountants (the “Successor Auditor”) effective as of December 5, 2022.

There have been no modified opinions expressed in the Former Auditor’s auditor reports on any of the Company’s financial statements relating to the “relevant period” (as defined under subsection 4.11(1) of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”)), nor have there been any “reportable events” within the meaning assigned under section 4.11 of NI 51-102.

In accordance with NI 51-102, the notice of change of auditor, together with the required letters from the Former Auditor and the Successor Auditor, have been reviewed by the Company’s Board of Directors and Auditor Committee, and filed on SEDAR (www.sedar.com) under the Company’s profile.

ON BEHALF OF THE BOARD OF DIRECTORS

Per: “AMIR ALI REYHANY-BOZORG”

Amir Ali Reyhany-Bozorg.

About Mednow (TSXV: MNOW) (OTCQX: MDNWF) Mednow is a healthcare technology company offering virtual access with a high-standard of care. Designed with accessibility and quality of care in mind, Mednow provides virtual pharmacy and telemedicine services as well as doctor home visits through an interdisciplinary approach to healthcare that is focused on the patient experience. Mednow’s services include free at-home delivery of medications, doctor consultations, a user-friendly interface for easy upload, transfer, and refill of prescriptions, access to healthcare professionals through an intuitive chat experience and the specialized PillSmart™ system that packages prescriptions in easy to use daily dose packs, each labelled with the date and time of the next dose.

To learn more, follow Mednow on Facebook, Twitter, LinkedIn, and Instagram, or visit our website at www.mednow.ca/.

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

Cautionary Statements Regarding Forward-Looking Information:

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as “forward‐looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management’s expectations and intentions with respect to, among other things, management expectations that it will miss the filing deadline for the Interim Filings and the ability of the Company to file the Interim Filings within the time period described herein.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: the Company being unable to file the Interim Filings in the proposed timeframe; recent market volatility; and the state of the financial markets for the Company’s securities.

In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that: the Company will be able to file the Interim Filings in the proposed time frame.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

Contacts

Investor Relations:
Benjamin Ferdinand, Chief Financial Officer

ir@mednow.ca
1.855.686.6300