Xcyte Digital Corp. Announces Potential Delay in Annual Filings and Application for Management Cease Trade Order

POMPANO BEACH, FL / ACCESS Newswire / January 17, 2025 /Xcyte Digital Corp. (TSXV:XCYT) ("Xcyte" or the "Company") announces a potential delay and default in the completion of its Annual Filings (as defined below), and the making of an application to the Ontario Securities Commission (the "OSC"), as principal regulator, to approve a temporary management cease trade order ("MCTO") under National Policy 12-203 - Management Cease Trade Orders("NP 12-203"). If granted, the MCTO will prohibit trading in securities of the Company, whether direct or indirect, by certain insiders of the Company, but will not restrict trading by other parties.

The Company anticipates that it may be unable to complete its annual filings for the financial year ended September 30, 2024, which are comprised of its audited financial statements and related annual management 's discussion and analysis (MD&A) for the financial year ended September 30, 2024, as required under Part 4 and Part 5, respectively, of National Instrument 51‑102 - Continuous Disclosure Obligations, and related certifications of such filings by the Company 's chief executive officer and chief financial officer as required under Part 4 of National Instrument 52-109 - Certification of Disclosure in Issuers ' Annual and Interim Filings(collectively, the "Annual Filings"), by the filing deadline of January 28, 2025.

Although the Company is working diligently with its auditor, MNP LLP ("MNP"), the Company is applying for the MCTO in anticipation of an expected delay in completion of the Annual Filings because: (i) this is the first audit the Company has been required to complete since completion of its Qualifying Transaction in November 2023; (ii) MNP was appointed as the auditor of the Company concurrently with the completion of the Qualifying Transaction and, as such, this is the first audit of the Company conducted by MNP; (iii) the Company completed additional acquisitions during its fiscal year ended September 30, 2024; and (iv) Michael Ertle has only recently been appointed as the Chief Financial Officer of the Company.

The Company is working diligently and expeditiously with MNP in order to complete the Annual Filings as soon as practicable, and currently anticipates that it will be a position to remedy any filing default and return to compliance by completing the Annual Filings on or before February 24, 2025.

Until the Annual Filings are completed, the Company will comply with the alternative information guidelines set out in NP 12‑203, including by issuing bi-weekly default status reports by way of further news releases. The Company intends to file

The Company will provide a further announcement if the OSC determines not to accept the Company 's application for an MCTO, or if the application for the MCTO is withdrawn.

About Xcyte Digital Corp.

Xcyte Digital Corp. (TSXV:XCYT). is a trusted global events technology partner, specializing in next generation event technology for physical, hybrid, virtual, immersive and phone-based events. Combining proprietary technology with a robust partner ecosystem, Xcyte offers both do-it-yourself and managed services, ensuring secure and scalable solutions worldwide. Thousands of clients, from innovative startups to major corporations, rely on Xcyte 's cost-effective, multi-platform subscription model to meet their event needs. Xcyte Digital is headquartered in Canada and the USA, with operations across the globe. Visit us at xcytedigital.com.

For more information contact:

Xcyte Digital Corp.
Randy Selman, Chief Executive Officer and Director
Phone: (647) 777 7501
Email: investment@xcytedigital.com

Investor Relations

Nikhil Thadani, Sophic Capital
Email: nik@sophiccapital.com
Phone: (647) 777 7501

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

Cautionary Note Regarding Forward-Looking Statements

Certain information contained in this release constitute forward-looking statements or information under Canadian securities legislation. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "will", "expects", "anticipates" or variations of such words and phrases or statements that certain actions, events or results "will" occur. In particular, ‎forward-looking ‎statements in this release include statements regarding: the anticipated delay in the filing of the Annual Filings; the anticipated timing for the filing of the Annual Filings; and the potential issuance of the MCTO. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and are subject to known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied by such forward-looking statements, including that the Annual Filings may not be completed in the time anticipated and that the MCTO may not be issued, in which case a general cease trade order may be issued with respect to the Company 's securities. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking statements, 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. The Company cautions readers of this news release not to place undue reliance on the forward-looking statements contained in this release as many factors could cause actual results or conditions to differ materially from current expectations. Additional information on these and other risk factors that could affect the Company 's operations are outlined in the Company 's continuous disclosure documents that can be found on SEDAR+ (www.sedarplus.ca) under Xcyte 's issuer profile. Xcyte does not intend and disclaims any obligation, except as required by law, to update or revise any forward-looking statements, whether because of new information, future events, or otherwise.

SOURCE:Xcyte Digital

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