Smartwell Announces Cease Trade Order Issued by BCSC Due to Failure to File Financial Statements

Vancouver, BC – September 8, 2026 – Leads & Copy – Smartwell has announced that the British Columbia Securities Commission (BCSC) has issued a failure-to-file cease trade order (FFCTO) against the Company due to its inability to submit its unaudited interim financial statements for the period ending June 30, 2026, along with related management's discussion and analysis and CEO/CFO certifications. These required filings were due by the August 31, 2026, deadline.

The FFCTO prohibits the trading of all Smartwell securities across Canada for the duration it remains in effect. An exception is provided for beneficial securityholders who are not insiders or control persons as of September 4, 2026. These individuals can sell their Company securities acquired before September 4, 2026, if the sale occurs on a “foreign organized regulated market” and is executed through an investment dealer registered in a Canadian jurisdiction.

The delay in filing the required documents is primarily attributed to the extended time needed to finalize the Company's consolidated financial statements following the completion of its qualifying transaction on June 22, 2026. Post-transaction, Smartwell was tasked with integrating the financial reporting of its subsidiaries and establishing appropriate accounting treatments for the consolidated group.

Further complicating the process has been the shift in the fiscal year-end for various subsidiaries from December 31 to March 31. This change necessitated additional work to align financial reporting periods and prepare comparative financial information consistently, adding complexity and time to the consolidation process.

The reporting process was also impacted by the transition to new auditors, the coordination of financial information across multiple jurisdictions where Smartwell and its subsidiaries operate, and staffing changes during the post-transaction transition period. The Company also had to reconcile accounting approaches and financial data between the parent company and its subsidiaries, while addressing additional disclosure requirements stemming from the qualifying transaction.

These factors, including post-qualifying transaction integration, the change in fiscal year-ends, additional comparative financial statement requirements, staffing adjustments, and coordination efforts among the Company, its subsidiaries, accounting personnel, and auditors, have collectively led to the delay in completing the required filings.

Smartwell confirms it is not subject to any insolvency proceedings and that there is no other material undisclosed information. The Company is actively working with its accounting team and auditors to address the outstanding issues and finalize the required filings as quickly as possible.

The FFCTO will remain in effect until the required filings are submitted. If the filings are made within 90 days of the FFCTO date, they will be considered an application to revoke the order. Should the filings not be completed within this 90-day period, the Company will formally apply to the BCSC for revocation.

Smartwell will provide further updates as more information becomes available regarding the required filings.