Toronto, Ontario, April 3, 2024 – Payfare Inc. (“Payfare” or the “Company”) (TSX: PAY, OTCQX: PYFRF) announces that further to its application to the Ontario Securities Commission (“OSC”) for a management cease trade order (“MCTO”) to be imposed in respect of its delay in filing its audited annual financial statements, management’s discussion and analysis, annual information form, and related certifications, all for the year ended December 31, 2023 (collectively, the “Annual Filings”), the OSC has today granted the MCTO. The MCTO prohibits the chief executive officer and the chief financial officer of the Company from trading in securities of the Company for so long as the Annual Filings are not filed, including the disposition or acquisition of securities of the Company under any automatic plan. During this period, the Company will cease any share buy-back activities under its normal course issuer bid, and has undertaken not to, directly or indirectly, issue or acquire securities from an insider or employee of the Company.
The MCTO does not affect the ability of shareholders who are not insiders of the Company to trade their securities of the Company.
The Company will issue a news release announcing completion of filing of the Annual Filings at such time as they are completed and filed. Until the Company files the Annual Filings, it will comply with the alternative information guidelines set out in under National Policy 12-203 – Cease Trade Orders for Continuous Disclosure Defaults, including issuing bi-weekly default status reports by way of news releases, which will be filed on SEDAR+.
Payfare reaffirms its previously issued fourth quarter and full year 2023 guidance on its revenues and earnings. The delay in the Annual Filings is due solely to the delay in receiving the System and Organization Controls (“SOC 1”) auditor’s report from its material vendor and has no impact on the Company’s financial outlook. The Company remains in constant communications with its vendor as it relates to such vendor’s progress towards the completion of its SOC 1 audit.
About Payfare
Payfare is a global financial technology company powering digital banking and instant payment solutions for today’s gig workforce. Payfare partners with leading platforms and marketplaces, such as Uber, Lyft and DoorDash, to provide financial health for their workforce.
For further information please visit www.payfare.com or contact:
Cihan Tuncay, Head of Investor Relations and Corporate Development
1 (888) 850-2713
[email protected]
Cautionary Statement Regarding Forward Looking Information
Information and statements contained in this news release that are not historical facts are “forward-looking information” within the meaning of applicable securities legislation that involve risks and uncertainties relating, but not limited, to Payfare’s current expectations, intentions, plans, and beliefs. Forward-looking information can often be identified by forward-looking words such as “anticipate”, “believe”, “expect”, “goal”, “plan”, “target”, “intend”, “estimate”, “could”, “should”, “may” and “will” or the negative of these terms or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Examples of forward-looking information in this news release include, without limitation: the timing of filing of Payfare’s Annual Filings, and Payfare’s compliance with the MCTO and NP 12-203. This forward-looking information is based, in part, on assumptions and factors that may change or prove to be incorrect, thus causing actual results, performance or achievements to be materially different from those expressed or implied by forward-looking information.
Security holders, potential security holders and other prospective investors should be aware that these statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements. Such risks include the factors discussed from time to time in Payfare’s filings with the Canadian Securities Authorities, copies of which can be found under Payfare’s profile on the SEDAR+ website at www.sedarplus.ca. Security holders, potential security holders and other prospective investors are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and various future events will not occur. Payfare undertakes no obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events or other such factors which affect this information, except as required by law.
