Tenet Announces Update to OSC Disclosure Record Review and Partial Revocation Application of Failure to File Cease Trade Order

Rhea-AI Summary

Tenet Fintech Group (OTC: PKKFF) provided an update on the Ontario Securities Commission (OSC) failure to file cease trade order (FFCTO) issued May 7, 2025. The company filed its Annual Filings on October 1, 2025 and applied for full revocation on October 6, 2025.

Tenet asked the OSC for a partial revocation to permit a proposed private placement of up to 52 million shares at $0.05 for gross proceeds up to $2.6 million. The OSC review may require refiling deficient MD&As and could lead to restatements related to revenue recognition and expected credit loss provisions. No timetable or assurance of approval was provided.

Positive

• Filed Annual Filings on October 1, 2025
• Applied for full FFCTO revocation on October 6, 2025
• Proposed private placement could raise up to $2.6M

Negative

• FFCTO remains in place with no definitive timetable for revocation
• OSC review raised questions on revenue recognition and expected credit loss
• Potential restatement of recently filed financial statements
• Proposed issuance of 52M shares at $0.05 may materially dilute shareholders

Toronto, Ontario--(Newsfile Corp. - February 3, 2026) - Tenet Fintech Group Inc. (CSE: PKK) (OTC Pink: PKKFF) ("Tenet" or the "Company"), an innovative analytics service provider, owner and operator of the Cubeler Business Development Platform, wishes to provide an update regarding the failure to file cease trade order (the "FFCTO") issued on the Company's securities by the Ontario Securities Commission (the "OSC") on May 7, 2025. While the Company continues to work with the OSC in regard to the ongoing disclosure record review, there is no definitive timetable for the completion of this process and a revocation of the FFCTO. The FFCTO was issued as a result of the Company's delay in filing its annual financial statements, management's discussion and analysis and related officer certifications for the year ended December 31, 2024, as required by National Instrument 51-102 - Continuous Disclosure Obligations; and certification of the foregoing filings, as required by National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings (the "Annual Filings"). The Company filed the Annual Filings on October 1, 2025 and submitted an application for a full revocation of the FFCTO to the OSC on October 6, 2025 (the "Full Revocation Application"). As part of the review process, the Company has already agreed to refile certain past management discussion & analysis ("MD&As") deemed to be deficient in their disclosures and anticipated such filings at the end of the review process. Questions have also been raised, including but not limited to, questions related to revenue recognition and expected credit loss provisions, which may also require the restatement of some recently filed financial statements covering the same periods as the MD&As.

Partial Revocation Application

While the review process of the Full Revocation Application continues, the Company submitted an application to the OSC for a partial revocation of the FFCTO (the "Partial Revocation Application"), that would allow the Company to conduct a private placement financing to help the Company maintain its operations and cover essential expenses, in compliance with applicable securities laws.

The proposed private placement financing, subject to the approval of the Partial Revocation Application, approval of the Canadian Securities Exchange (the "CSE") and other terms and conditions, would consist in the sale of up to 52M common shares of the Company at a price of $0.05 per share for gross proceeds of up to $2.6M (the "Private Placement"). There can be no assurances that the Partial Revocation Application will be approved by the OSC or that the Private Placement will be completed on the terms set out herein, or at all.

The Company plans to issue a news release if/when the Full Revocation has been approved after which the Company intends to apply for reinstatement of trading of its securities on the CSE.

About Tenet Fintech Group Inc.:

Tenet Fintech Group Inc. is the parent company of a group of innovative financial technology (Fintech) and artificial intelligence (AI) companies. All references to Tenet in this news release, unless explicitly specified, include Tenet and all its subsidiaries. Tenet's subsidiaries offer various analytics and AI-based products and services to businesses, capital markets professionals, government agencies and financial institutions either through or leveraging data gathered by the Cubeler Business Development Platform, a global ecosystem where analytics and AI are used to create opportunities and facilitate B2B transactions among its members. Please visit our website at: https://www.tenetfintech.com/.

For more information, please contact:

Tenet Fintech Group Inc.

Dom Mannella, General Counsel
514-340-7775 ext.: 516
investors@tenetfintech.com

CHF Capital Markets
Cathy Hume, CEO
416-868-1079 ext.: 251
cathy@chfir.com

Follow Tenet Fintech Group Inc. on social media:
X: @Tenet_Fintech
Facebook: @Tenet
LinkedIn: Tenet
YouTube: Tenet Fintech

Forward-looking information

Certain statements in this press release constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors which may cause actual results, performance or achievements of Tenet to be materially different from the outlook or any future results, performance or achievements implied by such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements. Important risk factors that could affect the forward-looking statements in this news release include, but are not limited to, statements relating to: (i) the potential refiling and/or restatement of certain financial statements and related management's discussion and analysis (MD&A) as a result of potential material misstatements; (ii) the granting of a partial revocation order by the OSC; (iii) the granting of a full revocation order by the OSC; (iv) the completion of the previously announced private placement; and (v) the timing and outcome of the OSC's review of the Company's disclosure record, and general economic and business conditions. Reference should also be made to Management's Discussion and Analysis (MD&A) in Tenet's annual and interim reports, filed with Canadian securities regulators and available via the System for Electronic Document Analysis and Retrieval (SEDAR+) under Tenet's profile at www.sedarplus.ca, for a description of major risk factors relating to Tenet. Although Tenet has attempted to identify certain factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.

Forward-looking statements reflect information as of the date on which they are made. The Company assumes no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable securities laws. In the event the Company does update any forward-looking statement, no inference should be made that the Company will make additional updates with respect to that statement, related matters, or any other forward-looking statement.

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this news release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/282625

FAQ

What is Tenet (PKKFF) asking the OSC in the partial revocation application?

They seek a partial revocation to permit a private placement financing immediately. According to the company, the partial revocation would allow sale of up to 52 million common shares at $0.05 per share to raise up to $2.6 million to fund operations and essential expenses.

Has Tenet filed the overdue annual financial statements required by OSC?

Yes — Tenet filed its Annual Filings on October 1, 2025. According to the company, those filings followed delays that prompted the FFCTO issued May 7, 2025, and the company later applied for full revocation on October 6, 2025.

Could the OSC review force Tenet (PKKFF) to restate financials?

Possibly — the OSC raised questions that may require restatements of recent financial statements. According to the company, issues include revenue recognition and expected credit loss provisions which could necessitate restating affected periods.

How much dilution would Tenet's proposed private placement cause for existing shareholders?

The private placement would issue up to 52 million new shares at $0.05 each. According to the company, this could materially dilute existing holders depending on current outstanding share count and final subscription levels.

What are the next steps for Tenet (PKKFF) to resume trading on the CSE?

Tenet plans to seek revocation approval, then apply for reinstatement of trading on the CSE. According to the company, a news release will be issued if full revocation is approved and trading reinstatement will follow appropriate exchange approvals.