Highmark Interactive Inc. Announces Delay of Annual Filings and Management Changes

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TORONTO, May 02, 2023 (GLOBE NEWSWIRE) — Highmark Interactive Inc. (TSXV:HMRK) (“Highmark” or the “Company”), announces that it is not able to file its annual financial statements, accompanying management’s discussion and analysis and related CEO and CFO certifications (collectively, the “2022 Annual Consolidated Financial Statements”) for the financial year ended December 31, 2022, within the period prescribed for the filing of such documents under Parts 4 and 5 of National Instrument 51-102 and pursuant to National Instrument 52-109, namely within 120 days of year-end.

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As a result of difficulty over the past year to raise sufficient financing to permit the Company to carry out its planned work on its technology and cover its corporate expenses, the Company is prioritizing payments in order to ensure operational sustainability. This has resulted in an outstanding balance with its auditor for work undertaken to complete the audit of the 2022 Annual Consolidated Financial Statements, the work for which the Company believes is substantially complete. In order for the auditors to finalize the audit and execute the audit report required to be included in the 2022 Annual Consolidated Financial Statements, the Company must settle the outstanding balance for services provided. Highmark is currently working to raise the required financing to allow it to pay the outstanding amounts and to file the 2022 Annual Consolidated Financial Statements thus remedying the filing default on or before June 30, 2023.

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During the period of default, Highmark will issue bi-weekly default status reports in the form of further press releases, which will also be filed on SEDAR. Highmark confirms that no insolvency proceedings have been initiated against it and there is no other material information concerning the affairs of the Company that has not been generally disclosed as of the date of this press release.

Due to the Company’s inability to file its 2022 Annual Consolidated Financial Statements on a timely basis, Highmark expects the Canadian securities regulatory authorities will implement a general cease trade order on trading in the Company’s securities until the default is remedied. The Company had expected to obtain financing in order to satisfy outstanding amounts to, among others, its auditors, and therefore a management cease trade order, which may have otherwise been pursued, was not applied for. The Company will apply to revoke any cease trade order as soon as any defaults can be remedied.

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The Company is assessing all of its strategic options and continuing to work diligently to secure the financing required to meet all of its financial obligations and execute its strategic plan but there can be no guarantee such funding will be secured.

The Company has also determined that it is currently in technical default under the terms of a secured loan previously made to it by a small group of shareholders, one of whom is an insider of the Company. No enforcement proceedings have been initiated or threatened as of the date of this press release. The Company is in discussions with the secured creditors who have indicated a willingness to defer the initiation of any enforcement proceedings or debt restructuring efforts and are working constructively with the Company to assist in securing the financing required to meet all of its financial obligations. Any material developments in connection with such ongoing discussions between the Company and the secured lenders will be promptly disclosed through future press releases that will be filed on SEDAR.

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The Company also announces Mr. Inder Saini has resigned as the Company’s Chief Financial Officer but will continue to support the Company in an advisory capacity until such time as a suitable replacement can be secured. The Company thanks Mr. Saini for his services. Dr. Sanjeev Sharma, the Company’s CEO, will serve as interim CFO until a replacement is secured.

About Highmark Interactive

Highmark Interactive was created to change the paradigm of testing and management for brain and mental health. Highmark’s approach is focused on providing real-time data to health providers to support proactive, preventative interventions and targeted care planning to improve health outcomes.

In addition to a growing network of virtual, in-person and hybrid clinics. Highmark Interactive offers the world’s first gamified, FDA cleared patient-led assessments as well as digital clinician-led assessments of neurofunction and balance. Together. The technology is used in more than 350 health organizations globally. By unlocking insights, Highmark’s platform enables precision medicine and creates a more contemporary model for delivering better outcomes in medical, mental health and rehabilitation services.

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“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.”

Learn more: https://www.highmark.tech/

For further information:

Highmark Interactive Inc.

Sanjeev Sharma, President & CEO.

sanjeev@highmark.tech or 1-855-969-5079 Investor Relations


SOURCE: Highmark Interactive Inc

Cautionary Note Regarding Forward-Looking Information

This News Release contains forward-looking statements that relate to the current expectations and views of future events of the Company. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, predictions, indications, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

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Forward-looking statements in this news release include, among other things, statements and expectations relating to remedying defaults with respect to filing of the 2022 Annual Consolidated Financial Statements and the timing therefore, potential avenues for additional external financing, and the nature of discussions with secured creditors and the outcomes of such discussions.

These statements and other forward-looking information are based on opinions, assumptions and estimates made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that Highmark believes are appropriate and reasonable in the circumstances as of the date of this news release, including discussions with potential financing parties and secured creditors.

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There can be no assurance that such estimates and assumptions will prove to be correct. In addition, if any of the assumptions or estimates made by management prove to be incorrect, actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking information contained herein. Accordingly, prospective investors are cautioned not to place undue reliance on such information. Although the Company believes the assumptions underlying the statements related to the Company are reasonable, they may prove to be incorrect. Given these risks, uncertainties and assumptions, and the risks identified in the filing statement, investors should not place undue reliance on these forward-looking statements.


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