NEW YORK–(BUSINESS WIRE)–GetSwift Technologies Limited (NEO: GSW) (“GetSwift” or the “Company”), a leading provider of last mile SaaS logistics technology, announces that due to additional time being required by the Company’s auditor (the “Auditor”) to complete its audit procedures, the Company anticipates that it will not be able to file its audited annual financial statements for the year ended June 30, 2021 and related management’s discussion and analysis (collectively, the “2021 Annual Financial Statements”), the Company’s Annual Information Form for the year-ended June 30, 2021 (the “AIF”), and the CEO and CFO certifications to be delivered in respect of the 2021 Annual Financial Statements and the AIF (the “Certifications”) by the deadline on September 28, 2021.
The Company is not aware of any issue with the pending audit causing the delay and the Auditor has been provided with all information required by the Auditor to complete its audit procedures in compliance with applicable laws. The Company will work with the Auditor and dedicate appropriate resources to promptly finalize the 2021 Annual Financial Statements, the AIF, and the Certifications and expects to file the 2021 Annual Financial Statements, the AIF, and the Certifications on or by October 1, 2021.
The Company intends to apply to the British Columbia Securities Commission (the “BCSC”), as principal regulator for the Company, for the imposition of a management cease trade order until such time as the 2021 Annual Financial Statements, the AIF, and the Certifications have been publically filed. The BCSC may grant the order for a management cease trade order or may impose an issuer cease trade order if the 2021 Annual Financial Statements, the AIF, and the Certifications are not filed on or before September 28, 2021. The Company anticipates that the management cease trade order, if approved, will generally not affect the ability of persons who are not or have not been management of the Company to trade in its securities.
The Company confirms that it intends to satisfy the alternative information guidelines set out in Part 10 of National Policy 12-203 – Management Cease Trade Orders for so long as it remains in default of the continuous disclosure obligations discussed herein.
Update Regarding Proposed Settlement of Australian Class Action
The terms of settlement previously disclosed by the Company in its news release dated September 27, 2021 are pursuant to a binding deed of settlement dated August 9, 2021 (the “Deed”), which was entered into with no admissions as to liability on August 19,2021, pursuant to the previously disclosed Heads of Agreement among the Company and its wholly-owned subsidiary GetSwift Limited and Joel Macdonald, an officer and director of the Company, and law firm Phi Finney McDonald, Therium Capital Management (Australia) Pty Ltd, and Mr. Raffaele Webb (collectively, the “Applicant”) in connection with previously disclosed class-action proceedings before the Federal Court of Australia (the “Court”). The Deed is conditional upon final settlement approval by the Court pursuant to the Federal Court of Australia Act 1976 (Cth) (the “Act”).
On August 19, 2021, the Court made orders that the trial relating to the class action, and all relevant orders programming the proceeding to trial, be vacated. The parties to the Deed will undergo the settlement approval process pursuant to the Act to seek approval of the Deed.
The Company confirms that, other than as set out in this news release, there is no other material information concerning the affairs of the Company that has not been generally disclosed.
Forward Looking Statements
Certain statements contained in this news release constitute forward-looking information within the meaning of Canadian securities laws. Forward-looking information may relate to matters disclosed in this news release and to other matters identified in public filings relating to the Company, to the future outlook of the Company and anticipated events or results and may include statements regarding the future financial performance of the Company. In some cases, forward-looking information can be identified by terms such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue” or other similar expressions concerning matters that are not historical facts. Forward-looking Statements in this press release include statements related to the anticipated timing for the Auditor to complete its audit procedures, the anticipated filing date of the 2021 Financial Statements, the AIF, and the Certifications, the Company’s intention to apply for, and that the BCSC will grant, a management cease trade order in lieu of a general cease trade order and the anticipated consequences thereof, the Company’s compliance with the alternative information guidelines set out in NP 12-203 – Management Cease Trade Orders, and the intention of the parties to the Webb Proceeding and the Deed undergoing the approval process pursuant to the Act to seek approval of the Deed. Forward-looking Statements involve various risks and uncertainties and are based on certain factors and assumptions. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include, without limitation, the availability of the Auditor and members of management of the Company to complete and/or dedicate resources required to completion of the 2021 Financial Statements, the AIF, or the Certifications, the availability of members of the board of directors of the Company and the members of the audit committee of the Company required to approve the 2021 Financial Statements and the AIF, and the availability of parties to the Webb Proceeding and the Court to attend and/or conduct any hearings required in connection with the settlement approval process. The Company undertakes no obligation to update or revise any Forward-looking Statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for the Company to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any Forward-looking Statement. Any Forward-looking Statements contained in this press release are expressly qualified in their entirety by this cautionary statement.
About GetSwift Technologies Limited
Technology to Optimize Global Delivery Logistics
GetSwift is a technology and services company that offers a suite of software products and services focused on business and logistics automation, data management and analysis, communications, information security, and infrastructure optimization and also includes ecommerce and marketplace ordering, workforce management, data analytics and augmentation, business intelligence, route optimization, cash management, task management shift management, asset tracking, real-time alerts, cloud communications, and communications infrastructure (collectively, the “GetSwift Offering”). The GetSwift Offering is used by public and private sector clients across industries and jurisdictions for their respective logistics, communications, information security, and infrastructure projects and operations.
GSW is headquartered in New York and its common shares are listed for trading on the NEO Exchange under the symbol “GSW”.
For further background, please visit www.getswift.co.
Contacts
U.S. Investor Relations
Chris Tyson
Executive Vice President – MZ North America
Direct: 949-491-8235
GSW@mzgroup.us
www.mzgroup.us
Company Investor Relations:
investors@getswift.co
