Sproutly Provides Update on Timing of its Annual Reporting

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

VANCOUVER, British Columbia--(BUSINESS WIRE)--Sproutly Canada, Inc. (CSE: SPR) (OTCQB: SRUTF) (FSE: 38G) (“Sproutly" or the “Company”) today provided an update on the timing of the release and filing of its year end audited financial statements, management discussion and analysis and related documents for the year ended February 28, 2020. As a result of the COVID-19 pandemic, the Company will be relying on the coordinated relief provided by the securities regulators which consists of a 45-day extension for certain periodic filings, as announced by the Canadian Securities Administrators (“CSA”) on May 20, 2020.

The notice released by the CSA stated that securities regulators will be providing coordinated relief consisting of a 45-day extension for certain periodic filings required to be made on or prior to August 31, 2020 as a result of the COVID-19 pandemic. As such, the British Columbia Securities Commission (“BCSC”) has enacted BC Instrument 51-515, Temporary Exemption from Certain Corporate Finance Requirements (“BCI 51-515”).

The Company will be relying on the temporary exemption pursuant to BCI 51-515 in respect to the following provisions:

• the requirement to file audited financial statements for the year ended February 28, 2020 (the “Financial Statements”) within 120 days of the Company's financial year end as required by section 4.2(b) of National Instrument 51-102 Continuous Disclosure (“NI 51-102”);
• the requirement to file management discussion and analysis (the “MD&A”) for the period covered by the Financial Statements within 120 days of the Company's financial year end as required by section 5.1(2) of NI 51-102; and
• the requirement to file certifications of the Financial Statements (the “Certificates” and together with the Financial Statements, the “Annual Reporting”) pursuant to section 4.1 of National Instrument 52-109 Certification of Disclosure in Issuer’s Annual and Interim Filings and section 4.2(b) filing deadline for annual financial statements NI 51-102.

At this time, the Company expects to file its Annual Reporting by August 13, 2020.

There have been no material business developments since the filing of the Company’s third quarter financial statements and associated management’s discussion and analysis for the nine months ended November 30, 2019 that have not been otherwise disclosed by the Company by way of news release.

Additionally, the Company advises that management and other insiders of the Company are subject to a trading black-out policy as described, in principle, in section 9 of National Policy 11-207, Failure to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.

About Sproutly Canada, Inc.

Sproutly’s core objective is to become the leading supplier of unique ingredients and customized formulations to the cannabis beverage and edibles market. Our water-soluble Infuz₂O and BioNatural Oils will deliver revolutionary brands to international markets that are striving to produce differentiated consumer products. Sproutly’s business focus is to execute on partnerships with local and globally established consumer brands to leverage their existing customer bases, further expand brand loyalty, assist with marketing, and support distribution networks to deliver this scientific breakthrough with speed and efficiency worldwide.

For more information on Sproutly, please visit: www.sproutly.ca.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events or future performance and reflect the expectations or believes regarding future events of management of Sproutly. 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, timing relating to the formation of the Joint Venture, the qualities of the Infused Beverages and the Company realizing anticipated benefits and synergies from the Joint Venture. These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These assumptions, risks and uncertainties include, among other things, the Company’s inability to successfully develop and produce the Infused Beverages, the Company’s inability to obtain any necessary regulatory approvals, failure to complete or realize anticipated benefits and synergies from the Joint Venture; potential negative consumer, investor or public perception of a party’s respective current brand or company; changes in consumer preferences and product trends; and political, legal and regulatory uncertainty relating to cannabis products generally. 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 successful in completing the development and production of the Infused Beverages, the Company will obtain all applicable regulatory approvals from global jurisdictions including Health Canada and the Company will be able to successfully satisfy all of the conditions in the Joint Venture Agreement. 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.