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Xybion Digital Inc. Announces Filing of Application for Management Cease Trade Order

Xybion Digital Investors

Vancouver, British Columbia–(Newsfile Corp. – July 17, 2023) – Xybion Digital Inc. (TSXV: XYBN) (“Xybion” or the “Company“) announces today that it will likely miss its filing deadline of July 29, 2023 (the “Filing Deadline“) to file audited annual financial statements and accompanying management’s discussion and analysis and related CEO and CFO certificates for the year ended March 31, 2023 (collectively, the “Annual Filings“), as required under applicable Canadian securities laws.

In connection with the Company’s inability to file the Annual Filings on time, the Company has applied for a Management Cease Trade Order (“MCTO“) under National Policy 12-203 – Management Cease Trade Orders (“NP 12-203“) and is waiting for the approval of the British Columbia Securities Commission (the “BCSC“).

The Company’s current auditor has informed the Company that they have been disqualified by the Canadian Public Accountability Board from issuing audit opinions. As a result, the Company is undertaking steps to appoint a successor auditor (the “Successor Auditor“). Due to time constraints, the Company understands that the Successor Auditor will not be able to issue an audit opinion in respect of the Financial Statements by the Filing Deadline and as a result, the Company will be unable to complete its audit for the Financial Statements by the Filing Deadline. The delay in completing the audit has also resulted in a delay in completing and filing the Annual Filings, and the Company is applying for an MCTO as a result. The Company will work with the Successor Auditor to complete its audit for the Financial Statements but does not expect it will be able to do so by the Filing Deadline.

The Company expects to file the Annual Filings as soon as they are available, but in any event no later than September 30, 2023, and will issue a news release once the Annual Filings have been filed. Until the Company files the Annual Filings, it will comply with the alternative information guidelines set out in NP 12-203. The guidelines, among other things, require the Company to issue bi-weekly default status reports, in the form of news releases, for so long as the Annual Filings have not been filed.

During the MCTO, the general investing public will continue to be able to trade in the Company’s common shares listed on the TSX Venture Exchange. However, the Company’s Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and such other directors, officers and persons as determined by the applicable regulatory authorities will not be able to trade in the Company’s shares, nor will the Company be able to, directly or indirectly, issue securities to or acquire securities from an insider or employee of the Company except in accordance with legally binding obligations to do so existing as of July 29, 2023, being the date of the Company’s anticipated continuous disclosure default.

The Company is not currently subject to any insolvency proceedings. If the Company provides any information to any of its creditors during the period in which it is in default of filing the Annual Filings, the Company confirms that it will also file material change reports on SEDAR containing such information.

ON BEHALF OF THE BOARD OF DIRECTORS

Per: “DR. PRADIP BANERJEE

Dr. Pradip Banerjee

Chairman and Chief Executive Officer
[email protected]
609-512-5790 x122

About Xybion Digital Inc.

Xybion is a global SaaS company that helps enterprise life sciences organizations accelerate new drug development into approved medicines that may save lives and keep employees safe. We digitize drug research and development, laboratory testing, regulatory approvals, and pharmaceutical manufacturing on a single, unified cloud platform that is cost-effective, ready to deploy, and easy to use. Xybion has over 160 clients in 29 countries using its low-code software to accelerate timelines, improve compliance, expand capacity, minimize operating risks, and reduce expenses while keeping employees safe.

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

CAUTIONARY NOTE WITH RESPECT TO FORWARD-LOOKING STATEMENTS

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as “forward‐looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management’s expectations and intentions with respect to, among other things, management expectations that it will miss the filing deadline for the Annual Filings, the ability of the Company to find and appoint a Successor Auditor in a timely manner, the ability of the Successor Auditor to complete the audit of the Financial Statements in a timely manner, the approval of the MCTO by the BCSC and the ability of the Company to file the Annual Filings within the time period described herein.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: the risk that the Company will be unable to find and appoint a Successor Auditor in a timely manner, the risk that the Successor Auditor will be unable to complete the audit of the Financial Statements in a timely manner, the risk that the Company may be unable to file the Annual Filings in the proposed timeframe and the risk that the BCSC may not approve the MCTO.

In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will be able to appoint a Successor Auditor in a timely manner, that the Successor Auditor will be able to complete the audit of the Financial Statements in a timely manner, and that the Company will be able to file the Annual Filings in the proposed time frame.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, 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. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/173767

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