Vertiqal Studios Provides Notice of Default

Rhea-AI Summary

Vertiqal Studios (VERTF) expects to miss its March 31, 2026 deadline to file audited annual financial statements, MD&A and officer certificates for the year ended December 31, 2025 due to the complex valuation of assets acquired from Enthusiast Gaming on Sept 2, 2025 and a new audit team.

The company applied for a management cease trade order under NP 12-203 and expects to file the outstanding Filings on or before April 24, 2026. Vertiqal said it is not insolvent and will issue bi-weekly default status reports while in default.

Positive

• Applied for a management cease trade order to limit trading restrictions on non-insiders
• Committed to bi-weekly default status reports under NP 12-203
• Targeted filing date of April 24, 2026 to cure the default

Negative

• Anticipated late filing of audited financials and MD&A for year ended Dec 31, 2025
• Delay attributed to complex valuation of assets acquired on Sept 2, 2025
• Audit transition to a new partner and team causing timeline disruption

Toronto, Ontario--(Newsfile Corp. - March 24, 2026) - Vertiqal Studios Corp. (TSX: VRTS) (FSE: 9PY0) ("Vertiqal" or the "Company") announces that it anticipates being late in filing its audited annual financial statements (the "Annual Financial Statements"), management discussion and analysis ("MD&A") and certificates of the Chief Executive Officer and Chief Financial Officer (collectively, the "Filings") for the year ended December 31, 2025, by the prescribed deadline of March 31, 2026.

On September 2, 2025, the Company announced the acquisition of certain assets and entities from Enthusiast Gaming Holdings Inc. The delay in filing the Filings is due to the complexity of the valuation of these assets and entities and the fact that the Company's auditors have engaged a new partner and team to lead the audit.

The Company has made an application with the applicable securities regulators under National Policy 12-203 - Cease Trade Orders for Continuous Disclosure Defaults ("NP 12-203") requesting that a management cease trade order be imposed in respect of the anticipated late filing rather than an issuer cease trade order. The issuance of a management cease trade order does not affect the ability of persons who have not been directors, officers or insiders of the Company to trade in their securities.

The Company anticipates that it will in a position to prepare and file the Filings on or prior to April 24, 2026.

The Company confirms: (i) that it will satisfy the provisions of the alternative information guidelines under NP 12-203 by issuing bi-weekly default status reports in the form of news releases for so long as it remains in default of the filing requirements to file the Filings within the prescribed period of time; (ii) the Company is not subject to any insolvency proceedings; and (iii) the Company confirms that there is no other material information relating to its affairs that has not been generally disclosed.

About Vertiqal Studios Corp.

Vertiqal Studios is a scaled digital-channel network and video-production studio that owns North America's largest gaming and lifestyle network. The Company helps global brands reach Gen Z and Millennial audiences through data-driven creative, always-on digital campaigns, and performance-oriented distribution.

Vertiqal manages 200+ channels across TikTok, Instagram, YouTube, and Snapchat, producing over 100 pieces of content per day for a community of more than 52 million followers. Revenue is generated through a mix of direct brand partnerships, agency relationships, and platform monetization across its owned and operated channels.

For more information, please visit www.vertiqalstudios.com

For media inquiries, please contact:

Press Inquiries Email: info@vertiqalstudios.com
Investor Relations Email: ir@vertiqalstudios.com

Forward-Looking Information

This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. The forward‐looking statements and information are based on certain key expectations and assumptions made by management of the Company. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward‐looking statements and information since no assurance can be given that they will prove to be correct.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward‐looking statements and information address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Accordingly, readers should not place undue reliance on the forward‐looking statements and information contained in this news release.

The forward‐looking statements and information contained in this news release are made as of the date hereof, and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/289812

FAQ

Why is Vertiqal Studios (VERTF) expecting to miss the March 31, 2026 filing deadline?

Because the company cites complex valuation work on assets acquired Sept 2, 2025 and an audit team change. According to the company, the acquired assets require detailed valuation and auditors engaged a new partner and team, which delayed completion of the Filings.

What is a management cease trade order under NP 12-203 and how does it affect VERTF shareholders?

A management cease trade order restricts trading by directors and officers but leaves others unaffected. According to the company, it requested a management cease trade order so non-insiders can continue to trade while management is restricted during the filing default.

When does Vertiqal (VERTF) expect to file its overdue audited financial statements and MD&A?

The company expects to file the outstanding Filings on or before April 24, 2026. According to the company, that date reflects time needed to complete complex valuations and finalize audit work with the new audit team.

Will Vertiqal (VERTF) provide updates while it remains in default of filing requirements?

Yes. Vertiqal will issue bi-weekly default status reports in the form of news releases. According to the company, these reports will continue for as long as it remains in default under NP 12-203 alternative information guidelines.

Does the filing delay indicate Vertiqal (VERTF) is insolvent or facing insolvency proceedings?

No. The company confirms it is not subject to any insolvency proceedings. According to the company, the delay is related to audit and valuation complexity, not insolvency or material undisclosed information.

What triggered the valuation complexity that delayed Vertiqal's (VERTF) 2025 filings?

The valuation complexity stems from assets and entities acquired from Enthusiast Gaming on Sept 2, 2025. According to the company, those acquired assets require detailed valuation work, which, along with an audit team change, delayed the Filings.