Payfare Announces Delay in its Annual Filings

TORONTO, March 28, 2024 /PRNewswire/ - Payfare Inc. ("Payfare" or the "Company") (TSX: PAY) (OTCQX: PYFRF) today announces that, as a result of delay by one of the Company's material vendors in completing its annual System and Organization Controls ("SOC 1") auditor's report, which report is required in order for the Company's auditors to issue their opinion with respect to the Company's audited annual financial statements, the Company will not be able to file its audited annual financial statements, the related management's discussion and analysis, and the accompanying chief executive officer and chief financial officer certification for its financial year ended December 31, 2023 (the "Annual Filings"), within 90 days of December 31, 2023, as required under Parts 4 and 5 of National Instrument 51-102 – Continuous Disclosure Obligations and National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings. As a result, the Company will also be required to delay filing of its Annual Information Form for the year ended December 31, 2023 (the "AIF").

Payfare reaffirms its previously issued fourth quarter and full year 2023 guidance on its revenues and earnings and reiterates that the delay in receiving the SOC 1 report from the vendor has no impact on the Company's financial outlook.

The Company made an application to the Ontario Securities Commission (the "OSC"), as its principal regulator, under National Policy 12-203 – Cease Trade Orders for Continuous Disclosure Defaults ("NP 12-203") requesting that a management cease trade order ("MCTO") be imposed in respect of the late filing of the Annual Filings. If the MCTO is granted, the MCTO will at minimum prohibit the chief executive officer and the chief financial officer from trading in securities of the Company for so long as the Annual Filings are not filed. 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 has the necessary financial and human resources to remedy the default and expects to remedy the default by filing the Annual Filings by April 12, 2024 and will issue a news release announcing completion of filing of the Annual Filings at such time as they are completed and filed. When the filing date is definitively determined, the Company will schedule a conference call to discuss the financial results and host a live question and answer session with analysts.

Upon filing its Annual Filings, the Company will also file its AIF.

The delay in the Annual Filings is due solely to the delay in receiving the SOC 1 report from a vendor. The Company confirms that there have been no material business developments or other material information relating to its affairs as of the date of this news release that have not been generally disclosed, and is not subject to any insolvency proceedings.

Until the Company files the Annual Filings, it will comply with the alternative information guidelines set out in NP 12-203, including issuing bi-weekly default status reports by way of news releases, which will be filed on SEDAR+.

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.

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, whether the MCTO will be granted by the OSC, and whether Payfare will remedy the default by April 12, 2024; the impact of the MCTO on Payfare, its shareholders and directors; and Payfare's compliance with 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.

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SOURCE Payfare