Aegis Brands Announces Deferral of Filing its Annual Information Form Following Temporary Relief by The CSA

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MISSISSAUGA, ON, March 30, 2020 /CNW/ - The Second Cup Ltd. ("Second Cup" or the "Company") (TSX: SCU) announced today that, as a result of management's continued focus on protecting the health of the Company's customers and employees and on supporting its network of franchisees in response to the ongoing COVID-19 pandemic, it intends to rely on the blanket relief provided by the Canadian Securities Administrators and Ontario Instrument 51-102 – Temporary Exemption from Certain Corporate Finance Requirements and defer the filing of its Annual Information Form.  At this time, the Company anticipates being able to complete and file the Annual Information Form by April 30, 2020.  Second Cup also announced that it expected to utilize the blanket relief in respect of its interim financial report for the first quarter of 2020, the associated management's discussion & analysis and related filings for the first quarter of 2020, all of which it anticipates filing on or before June 28, 2020. The blanket relief provides for up to a 45-day extension for periodic filings normally required to be made by reporting issuers during the period from March 23, 2020 to June 1, 2020.

The following material developments of the Company have occurred since March 12, 2020, being the date of filing of its annual financial statements:

• 128 of Second Cup's 244 cafes and all 19 Bridgehead coffeehouses have temporarily suspended operations in response to the COVID-19 pandemic.
  
  
• Second Cup has deferred the collection from franchisees of the accrued royalties and cooperative advertising fund contributions for the period of February 23 to March 21, 2020 otherwise due on March 31, 2020.
  
  
• Second Cup is supporting conversations on behalf of its franchisees with landlords and financial institutions to request deferrals of rent or loan repayments, as required.
  
  
• The Company is working with the full network of Second Cup suppliers to arrange deferred payment terms to provide franchisees with additional flexibility to manage cash and payroll.
  
  
• Second Cup cafés across Canada that remain open are currently only offering take-out, delivery and drive-thru service.

The Company expects the ongoing COVID-19 pandemic and events and circumstances resulting from that pandemic to have a material impact on its business, operations and financial performance for at least the first half of 2020, but this impact cannot be quantified at this time because of the significant uncertainty associated with the ultimate extent, duration and severity of the pandemic itself, and with the government restrictions, effects on consumer behaviour and other factors associated with or resulting from that pandemic, many of which are beyond the Company's control.  Second Cup continues to actively monitor all aspects of its business and operations and to work closely with its franchisees and other business partners but does not expect to provide further updates except as required by applicable law.

In connection with utilizing the blanket relief, the Company confirms that its management and other insiders are subject to an insider trading black-out policy that reflects the principles in Section 9 of National Policy 11-207 – Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.

About Second Cup Coffee Co.™
Founded in 1975, The Second Cup Ltd. is a Canadian specialty coffee retailer operating franchised and company owned cafes across Canada. For more information, please visit www.secondcup.com or find the Company on Facebook and Twitter.

Additional information regarding Second Cup including required securities filings are available on our website at www.secondcup.com and on the Canadian Securities Administrators' website at www.sedar.com; the System for Electronic Document Analysis and Retrieval.

FORWARD LOOKING STATEMENTS

This press release may contain forward-looking information that represents internal expectations, estimates or beliefs concerning, among other things, future activities or future operating results and various components thereof. The use of any of the words "anticipate", "continue", "expect", "may", "will", "project", "should", "believe", and similar expressions suggesting future outcomes or events are intended to identify forward-looking information. Certain information set forth in this press release is forward-looking information within the meaning of applicable securities laws, including the expectations of management with respect to the anticipated date of filing of the Company's Annual Information Form and Q1 financial statements and related MD&A, the number of Second Cup cafes offering modified or suspended services and the fluctuation of this number over time, the imposition (or relaxation) of government restrictions and other factors (including the duration and terms of such restrictions), the extent of the expected impact of the COVID-19 pandemic and associated government regulation, expected consumer and commercial behaviour and other related matters on the Company's business, operations and financial performance, and the timing of any further updates. 

The dynamic nature of the COVID-19 pandemic and the events and circumstances resulting from or associated with the pandemic mean that management can offer no assurance such forward-looking information or forward-looking statements will occur or be accurate in the circumstances.  Any forward-looking statements are based on management's estimates and assumptions that are subject to inherent risks and uncertainties, some of which are beyond the Company's control, which could cause the Company's actual performance and financial results in future periods to differ materially from the forward-looking information contained in this press release. These risks include: the ultimate extent, duration and severity of the pandemic itself and the associated government restrictions; effects on consumer and commercial behaviour and other factors associated with or resulting from such pandemic, including that the outbreak of the COVID-19 pandemic could result in additional cafes temporarily suspending operations, decrease the willingness of guests to patronize the Company's cafes, cause shortages of employees to staff the Company's cafes, interrupt supplies from third parties upon which the Company relies, result in governmental regulation adversely impacting the Company's business; landlord willingness to consider franchisees' requests for deferrals of rent or loan repayments; that franchisees may request that Second Cup take certain steps to support its franchisees (whether financially or otherwise); and that the pandemic and the consumer, governmental and commercial response to it could materially impact economic activity in general and otherwise have a material adverse effect on the Company's business, financial condition and results of operations. Such adverse effects could be rapid and unexpected.  

Although the forward-looking information contained in this press release is based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements.  As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this press release. A comprehensive discussion of other risks that impact the Company can also be found under the heading "Risk Factors" in the Company's annual information form available at www.sedar.com.

All forward-looking information in this press release is qualified by these cautionary statements.  Forward-looking information in this press release is presented only as of the date made.  Except as required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances.

SOURCE The Second Cup Ltd.