Predictiv AI Announces Revocation Of Cease Trade Order
Toronto, Canada, November 29, 2023 – Predictiv AI Inc. (TSX-V: PAI; OTC: INOTF) ("Predictiv AI" or the "Company"), www.predictiv.ai, is pleased to announce that on November 23, 2023, staff of the Ontario Securities Commission (the "OSC") granted a full revocation of the failure-to-file cease trade order ("FFCTO") that was issued on June 6, 2022.
The Company had been subject to the FFCTO for failing to meet the deadlines to file its's audited annual financial statements for the year ended January 31, 2022, the corresponding management's discussion and analysis, and CEO and CFO certifications (collectively, the "Annual Documents"). Due to the delay in the filing of the Annual Documents, Predictiv AI was also unable to file the unaudited interim financial statements, related management's discussion and analysis and CEO and CFO certifications for the interim periods ended April 30, 2022, July 31, 2022, and October 31, 2022 (collectively, the "Interim Filings", and together with the Annual Filings, the "Required Documents").
The Company completed the filing of the Required Documents on May 31, 2023, and copies are available under the Company’s profile at SEDAR+, www.sedarplus.ca. In addition, Predictiv AI has recently refiled an amended version of the management's discussion and analysis for the year ended January 31, 2023 (the "2023 MD&A").
The Company has filed an undertaking with the staff of the OSC that it will hold an annual meeting of shareholders within three months following the revocation of the FFCTO.
Predictiv AI The Company confirms that its business has not changed and that the Company remains active.
With the revocation of the FFCTO, the Company will be making a submission to the TSX Venture Exchange (“TSXV”) for the resumption of trading and updates will be provided in a follow up news release once available.
Due to financial constraints, Predictiv AI has put all business operations on hold, including for Weather Telematics Inc. ("WTX"). WTX, a wholly-owned subsidiary of the Company, is a data science company offering real-time advanced artificial intelligence based predictive road condition weather analytics for safer, connected and autonomous transportation.
Board of Directors Update
Prior to the revocation of the FFCTO, the board of directors of the Company was comprised of Jim Grimes (CEO) and Khurram Qureshi (CFO). The following individuals previously resigned from the board of directors: Millard Roth (effective August 14, 2022); Jerry Grafstein (effective February 17, 2022); and Michael Lende (effective July 31, 2021, as per PAI’s news release of the same date). In connection with the revocation of the FFCTO, the Company has filled the vacancies on the board of directors by appointing the following individuals: Rob Barlow, Eduardo Rebagliati, and Andrew Lindzon.
Audit Committee Disclosure
Pursuant to applicable laws and National Instrument 52-110 ("NI 52-110"), Predictiv AI is required to have an audit committee comprised of not less than three (3) directors, a majority of whom are not officers, control persons or employees of the Company or an affiliate of the Company.
A copy of the Charter of the Audit Committee is annexed as Schedule "A" to the 2023 MD&A, and the External Audit Fees for 2023 and 2022 are included on pages 17 and 18 of the 2023 MD&A.
Composition of the Audit Committee
The following are the members of the Audit Committee:
|Independent/ Not Independent (1)
|Financial literacy (1)
(1) Terms have their respective meanings ascribed in NI 52-110.
Relevant Education and Experience
Robert Barlow is a successful growth executive, helping mid-size SaaS, AI, IoT, telecom and data platform organizations to scale. In 2021, he took on the role as CEO and Director of 6Harmonics, an Ottawa based technology manufacturer of Edge compute and communications devices for the digital divide and resource extraction industries. Since 2020, Mr. Barlow has been the Managing Partner of RevQuotient, his consulting firm and has worked directly and through private equity and venture capital firms as an interim executive supporting existing management teams on a project consulting basis providing corporate board representation, sales leadership and execution, corporate fundraising, marketing, product alignment and IT operations. He was the former Founder, President and CEO of the award-winning WireIE Group of companies from 2007 to 2019, a telecom operator focusing on the rural and remote markets throughout the Americas, delivering broadband to resource extraction, government and Tier 1 carriers globally. Mr. Barlow has over 25 years of experience delivering high-impact technology platforms.
Eduardo Rebagliati is a distinguished software engineering graduate from Lima University in 1985. Currently, he serves as the CEO of KONEKTA, an emerging Canadian startup specializing in cutting-edge virtual communication platforms. Mr. Rebagliati previously held positions as General Manager at Banco Velox, an Argentinian bank with operations in Peru. He has also served as Personal Banking Senior Manager at financial institutions at Banco Santander and Banco Latino in Peru. Mr. Rebagliati’s entrepreneurial acumen is further underscored by his role as CEO of Digital Innovations in Peru. His tenure of 10 years at the helm has enabled the company to provide leading technological solutions to several banks including Banco de Crédito BCP, the largest bank in Peru. Mr. Rebagliati’s professional career reflects his steadfast commitment to excellence, innovation, and transformative leadership within the realms of technology and finance.
Andrew Lindzon is a seasoned professional and investor serving on boards of public companies since 2010. In 1984, he earned an LLB from Osgoode Hall. An avid learner, Mr. Lindzon was also a CFA® Program participant completing Level I in 2009 and Level II in 2010. As CEO of Ashlin Technology Solutions Inc., he and the Ashlin team have helped North American companies improve business processes since 1985. In 2016, Mr. Lindzon as CTO of Efficient Apps Inc. designed and developed a cloud solution to help organizations better manage cleaning and infection prevention in healthcare and other critical environments. He provides a combination of business and technical expertise, with legal and accounting training and experience.
OSC Staff Notice 51-711
The Company is issuing this news release at the request of OSC Staff and in accordance with OSC Staff Notice 51-711 (Revised) Refilings and Corrections of Errors ("SN 51-711"), relating to the filing of the corporate governance disclosures and the executive compensation disclosures for the periods ended January 31, 2023, 2022 and 2021, which were required to be filed at an earlier date. To correct such error, Predictiv AI has refiled the Management's Discussion and Analysis for the year ending January 31, 2023, with the missing disclosure now included.
As a result of the filing of this corrective disclosure, the Company will be placed on the public list of Refiling and Errors in accordance with SN 51-711.
About Predictiv AI Inc.
Predictiv AI Inc. www.predictiv.ai is a technology company which helps businesses and organizations make smarter decisions using advanced artificial intelligence, deep machine learning and data science techniques. Its Weather Telematics Inc. subsidiary uses patented air quality monitoring sensors to provide predictive weather risk information to the insurance, logistics, fleet management and public safety sectors. The Company's R&D division, AI Labs Inc., develops new products that solve real-world business problems. Due to financial constraints, Predictiv AI’s operations have been put on hold.
For more information on Predictiv AI, visit www.predictiv.ai and follow Predictiv AI on:
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Cautionary and Forward-Looking Statements
Statements contained in this news release, which are not historical facts, are forward-looking statements that involve risk, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such 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. All forward-looking statements included in this news release are based on information available to the Company on the date hereof. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results of the Company to differ materially from the conclusion, forecast or projection stated in such forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, market demand for the products and services offering by WTX and otherfactors referenced in the Company's other continuous disclosure filings, which are available at sedarplus.ca. Readers should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statements, except as required by applicable securities laws.
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