Personas Provides Update to Clarify Certain Disclosure in Various Previously Filed Financial Statements and MD&A
Toronto, Ontario–(Newsfile Corp. – January 27, 2023) – Personas Social Incorporated (TSXV: PRSN) (the “Company“) would like to provide an update to clarify certain disclosure in various Company financial statements and management’s discussion and analysis disclosure documents that have been previously disseminated and SEDAR filed (“Previous Disclosure Documents“), and would like to provide an update on the Company’s application to fully revoke the previously announced cease trade order.
Clarification of Certain Disclosure Matters
The following items are matters that the Company would like to provide clarity on in Previous Disclosure Documents or confirm that this disclosure will be correct in future public disclosure documents of the Company:
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The Company derecognized past payables related to Keeks: The Company wrote off a total of $1,204,568 payable to Keeks in the year ended December 31, 2021, based on a legal opinion received regarding the statute of limitations for legal claims, and it is our understanding that these balances are not legally owing.
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Management’s discussion and analysis for the period ended June 30, 2022 (“Q2 MD&A“): The Company mentioned “The Company continues to negotiate its past payables as the need arises” – this disclosure provided in the Q2 MD&A was intended to address other Company’s payables that were and are not related to the derecognized Keeks payables, as our understanding is that these balances are not legally owing.
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Management’s discussion and analysis for the period ended December 31, 2021 (“Annual MD&A“): On Page 8 of the Annual MD&A the Company mentions ongoing discussions to develop additional revenue streams, including licensing the Peeks Social Platform, and the Company states that a more substantive update on these licensing efforts will be provided in its next annual financial report. No update was provided in the subsequent Company’s management’s discussion and analysis for the periods ended March 31, 2022 or June 30, 2022. However, this aforementioned disclosure has now been removed in the Company’s management’s discussion and analysis for the period ended September 30, 2022, as the Company has not been successful in licensing it’s Peeks Social Platform and does not anticipate licensing or deriving any licensing revenue from this platform.
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Management’s Discussion and Analysis for the periods ended December 31, 2021 (“2021 Annual MD&A“) March 31, 2022 (“Q1 MD&A“) June 30, 2022 (“Q2 MD&A“) and September 30, 2022 (“Q3 MD&A“): The Company mistakenly mentioned in the 2021 Annual MD&A, Q1 MD&A, Q2 MD&A and Q3 MD&A that an amount of $2.2 million was the total amount claimed by a landlord, as plaintiff, in a litigation matter involving the termination of a lease by the Company, as defendant, while the total amount the landlord has claimed is in fact $3.6 million as correctly disclosed in Note 15(c)(i) of the Company’s financial statements for the period ended December 31, 2021 and subsequent financial statements, and the $2.2 million amount should be corrected to be disclosed as follows: the Company believes the termination of the said lease by the plaintiff reduces the total damages by more than $2.2 million, which is correctly disclosed in all of the applicable accompanying financial statements of the Company and will be disclosed correctly in forthcoming applicable public disclosure documents of the Company.
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Financial statements for the periods ended December 31, 2021(“Annual FS“), interim period ended March 31, 2022 (“Q1 FS“), June 30, 2022 (“Q2 FS“) and September 30, 2022 (“Q3 FS“): In the Annual FS, Q1 FS and Q2 FS, the Company applied assumptions that included a sales growth rate of 15% for the next four years in the “Goodwill” impairment assessment section. The Company continues to use this estimate and anticipates a sales growth rate for 2022 of approximately 15% and believes this is a reasonable and attainable projection based on the growth rate results from the Company’s first three quarters of 2022, which are illustrated below:
| 2022 Year to Date Growth Rate | 2022 Quarterly Growth Rate | |
| Q1 | 4.9% | 4.9% |
| Q2 | 10.1% | 7.5% |
| Q3 | 24.1% | 12.9% |
Application for Revocation of Cease Trade Order
Further to its Press Release dated October 25, 2022, the Company continues to work with the Ontario Securities Commission (“OSC“) to obtain a full revocation of the Company’s Cease Trader Order that was issued on May 6, 2022 by the OSC. On October 4, 2022, the Company made an application to the OSC for a full revocation of the CTO (the “Application“). The Application is currently under review and the Company is working with the OSC to obtain this order. There is no guarantee or assurance that the CTO will be partially and/or fully revoked, but if obtained, then the Company plans to apply to the TSX Venture Exchange for reinstatement of trading, notwithstanding, there is no guarantee or assurance that the full revocation of the CTO and/or reinstatement or trading will be completed.
About Personas
Personas Social Incorporated is a Canada-based company engaged in the business of offering live video conferencing technology, live streaming, social media products and services for use by consumers and businesses, with a focus on mobile (iOS and Android) products. It focuses on providing social commerce-enabled products which allow for a monetizable user experience to all users, consumers and businesses alike. The company accomplishes this by offering products which are complete with enterprise-grade e-commerce infrastructure including multi-currency, multi-lingual, turnkey mobile commerce suites for users.
For further information, please contact:
Personas Social Incorporated
Mark Itwaru
Chairman & Chief Executive Officer
Telephone: 647-789-0074
Email: mark@personas.com
Forward-Looking Statements
This news release may contain forward-looking statements. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations are risks detailed from time to time in the filings made by the Company with securities regulations. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy of this Release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/152785