MPLS GoverMedia Plus Canada Corp

GoverMedia Plus Canada Corp. Announces Delay in Filing 2018 Financial Results and Cease Trade Order
GoverMedia Plus Canada Corp. (“GoverMedia” or the “Company”), discloses today that it has failed to comply with the requirement to file, within the time period prescribed, annual financial statements for its fiscal year ended December 31, 2018, the related management’s discussion and analysis and the related officer certifications of the annual filings (collectively, the “2018 Annual Financial Filings”). As a result, on May 6, 2019 the British Columbia Securities Commission issued a cease trade order (the “Cease Trade Order”) against the Company pursuant to National Policy 11-207 – Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions and its common shares have been halted from trading on the Canadian Securities Exchange (the “CSE”).

The Company was unable to complete and file its 2018 Annual Financial Filings before the filing deadline of April 30, 2019, in part, because it has not received the financial results from its Russian subsidiary, GoverMedia Plus LLC (“GoverMedia Russia”). In addition, the Company was unable to reach an engagement agreement with KPMG LLP, the Company’s auditor, with respect to auditing the Company’s 2018 financial statements. As a result, the Company intends to ask KPMG LLP to resign as auditor of the Company and to engage another firm in its place. The Company is in the process of selecting a replacement auditor. Once this process is completed, KPMG LLC formally resigns or is terminated, and a new auditor is appointed, the Company will make further public disclosure, undertake the procedures and make the filings with respect to these events, as required under applicable securities laws. GoverMedia Russia also intends to engage an audit firm to replace KPMG LLC as its auditors.

Cautionary Note Regarding Forward-Looking Statements

The statements made in this press release may contain certain forward-looking statements concerning potential developments affecting the business, prospects, financial condition and other aspects of GoverMedia. The words "will", "may", "anticipate", "intend", "plan" and similar words and expressions are used to identify forward-looking information. These forward-looking statements include statements regarding the expected filing of the 2018 Financial Filings, the application for the revocation of the cease trade order once the 2018 Financial Filings have been made, that the Company will resume trading on the CSE, the Company’s financing and transaction plans and its planned business operations and the cessation thereof. The actual results of the specific items described in this release, and the Company's operations generally, may differ materially from what is projected in such forward-looking statements. Although such statements are based upon the best judgments of GoverMedia's management as of the date of this release, significant deviations in magnitude, timing and other factors may result from business risks and uncertainties including, without limitation, GoverMedia's dependence on third parties, general market and economic conditions, technical factors, the availability of outside capital, receipt of revenues and other factors, many of which are beyond the control of GoverMedia. GoverMedia disclaims any obligation to update information contained in any forward-looking statement unless required by applicable securities laws.