Smartwell Technology Misses Filing Deadline

Smartwell Technology Misses Filing Deadline

Vancouver, BC – TheNewswire - September 8, 2026 – ("Smartwell" or the "Company") SSMWE announces that the British Columbia Securities Commission (the “BCSC“) has issued a failure-to-file cease trade order (the “FFCTO“) pursuant to National Policy 11-207 – Failure to File Cease Trade Orders and Revocations in Multiple Jurisdictions against the Company as a result of the Company’s failure to file its unaudited interim financial statements for the period ended June 30, 2026, and the related management's discussion and analysis and Form 52-109FV2 CEO and CFO certifications of interim filings for this period (collectively, the "Required Filings") before the August 31, 2026 filing deadline (the "Filing Deadline").

The FFCTO prohibits the trading by any person of all securities of the Company in each jurisdiction in Canada for so long as the FFCTO remains in effect. However, the FFCTO provides an exception for any beneficial securityholder of the Company who is not, and was not as at September 4, 2026, an insider or control person of the Company and who sell securities of the Company acquired before September 4, 2026 if both of the following conditions are satisfied: (i) the sale is made through a “foreign organized regulated market”, as defined in section 1.1 of the Universal Market Integrity Rules of the Canadian Investment Regulatory Organization, and (ii) the sale is made through an investment dealer registered in a jurisdiction of Canada in accordance with applicable securities legislation.

The failure to file the Required Filings by the Filing Deadline is primarily due to the additional time required to finalize the Company’s consolidated financial statements following the closing of the Company’s previously announced qualifying transaction on June 22, 2026. Following completion of the transaction, the Company was required to integrate the financial reporting of the Company and the various subsidiaries and to establish and apply the appropriate accounting treatment and presentation for the consolidated group.

A significant additional factor has been the change in the various subsidiaries fiscal year-end from December 31 to March 31. The change in fiscal year-end has required additional work to align the financial reporting periods of the Company and the subsidiaries and to prepare the required comparative financial information on a consistent basis. This has added complexity and additional time to the preparation and consolidation of the financial statements and related disclosures.

The reporting process has also been complicated by the transition to new auditors, coordination of accounting and financial information across multiple jurisdictions in which the Company and its subsidiaries operate, and changes in staffing during the Company’s post-transaction transition. In addition, the Company has been required to reconcile accounting approaches and financial information between the Company and the subsidiaries and address additional accounting and transactional disclosure requirements arising from the qualifying transaction. These matters have required additional time for the Company and its accounting personnel to obtain, reconcile and prepare the necessary financial information and for the Company’s auditors to complete their review procedures.

As a result of these post-qualifying-transaction integration and reporting requirements, the change in fiscal year-ends of the subsidiaries, the additional comparative financial statement requirements, staffing changes and the coordination required among the Company, its subsidiaries, accounting personnel and auditors, completion of the Required Filings has been delayed beyond the Filing Deadline.

The Company is not subject to any insolvency proceedings and the Company confirms that there is no other material information relating to its affairs that has not been generally disclosed. The Company is working diligently with its accounting personnel and auditors to resolve the remaining matters and complete the Required Filings as soon as practicable.

The FFCTO will remain in effect until the Required Filings are filed. Provided that the Required Filings are made within 90 days of the date of the FFCTO, such filings would constitute an application to revoke the FFCTO. If the Required Filings are not made within 90 days of the date of the FFCTO, the Company will apply to the BCSC to revoke the FFCTO.

The Company will provide updates as further information relating to the Required Filings becomes available.

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