Toronto, Ontario–(Newsfile Corp. – November 17, 2022) – High Fusion Inc. (CSE: FUZN) (OTC Pink: SPLIF) (“High Fusion” or the “Company“) announces that its request for a Management Cease Trade Order (“MCTO”) was denied on November 16, 2022, by the Ontario Securities Commission (“OSC”).

Pursuant to National Policy 12-203 – Management Cease Trade Orders (“NP 12-203”), the Company notified OSC on November 15, 2022, that it anticipated a delay in filing its financial statements for the year-ended July 31, 2022, and the related management’s discussion and analysis (“MD&A”) and certifications (the “Annual Filings”) and requested that a MCTO be issued. The Annual Filings are due to be filed by November 28, 2022. The OSC determined that the Company was not entitled to the MCTO as the Company’s shares did not meet NP 12-203, Section 6(d) requirement with respect to having an “active, liquid market for its securities in Canada.”

The Company will work with its auditors to complete the audit of the Company’s consolidated financial statements and expects to file the Annual Filings by November 28, 2022.

In the event that the Company does not complete the Annual Filings by November 28, 2022, the Company will comply with the alternative information guidelines set out in National Policy 12-203 – Cease Trade Orders for Continuous Disclosure Defaults for issuers who have failed to comply with a specified continuous disclosure requirement within the times prescribed by applicable securities laws. The guidelines, among other things, require the Company to issue bi-weekly default status reports by way of a news release so long as the Annual Filings have not been filed.

The Company reports that: (i) there has not been any other specified default by the Company under NP 12-203, and no such default is anticipated; (ii) the Company is not subject to any insolvency proceedings; and (iii) there is no material information concerning the affairs of the Company that has not been generally disclosed.

About High Fusion Inc.

High Fusion Inc. (formerly Nutritional High International Inc.) is focused on developing and manufacturing branded products in the cannabis industry with a specific focus on flower, pro-rolls, vapes, edibles and oil extracts for medical and adult recreational use. The Company operates and controls licenses in California and Colorado.

High Fusion has manufacturing, retail and grow operations in California through its acquisition of the business of OutCo and owns and operates oil extraction and edible manufacturing facilities in Colorado. The Company’s brand portfolio includes its award winning FLÏ™ edibles and vape product, in addition to the OutCo and Thrive brands.

For updates on the Company’s activities and highlights of the Company’s press releases and other media coverage, please visit www.high-fusion.com.

For further information, please contact:

Robert Wilson
Chief Financial Officer
High Fusion Inc.
416-666-4005
Email: [email protected]

Caution Regarding Forward-Looking Information:

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR OTC MARKETS GROUP INC., NOR THEIR REGULATIONS SERVICES PROVIDERS HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

This news release may contain forward-looking statements and information based on current expectations. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Risks that may have an impact on the ability for these events to be achieved include completion of the 2022 Filings. Although such statements are based on management’s reasonable assumptions, there can be no assurance that such assumptions will prove to be correct. We assume no responsibility to update or revise them to reflect new events or circumstances.

The Company’s securities have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or “U.S. Persons”, as such term is defined in Regulation S under the U.S. Securities Act, absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.

Additionally, there are known and unknown risk factors which could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law. Some of the risks and other factors that could cause actual results to differ materially from those expressed in forward-looking information expressed in this press release include, but are not limited to: the granting of the MCTO, obtaining and maintaining regulatory approvals including acquiring and renewing U.S. state, local or other licenses, the uncertainty of existing protection from U.S. federal or other prosecution, regulatory or political change such as changes in applicable laws and regulations, including U.S. state-law legalization, market and general economic conditions of the cannabis sector or otherwise.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/144640