NFT Tech Announces Late Filing Of Annual Financial Statements And Management Cease Trade Order
Press release
March 15, 2024

NFT Tech Announces Late Filing Of Annual Financial Statements And Management Cease Trade Order

Vancouver, British Columbia, March 15, 2023 – NFT Technologies Inc. (Cboe Canada: NFT | Frankfurt: 8LO | OTC Pink: NFTFF) ("NFT Tech" or the “Company”), announced today that as a result of delays in completion of its audit, it will miss the deadline of March 31, 2023 to file its financial statements and accompanying management’s discussion and analysis for the fiscal year ended December 31, 2023 (the "Annual Filings"). 

The reason for the default is due in part to a refresh issue discovered in the financial reporting software connected to the Company’s blockchain wallets used to determine the value of the digital asset portfolio of the Company. In connection with the inconsistencies found in the digital asset software, the auditors informed NFT Tech that it required access to updated blockchain data and additional time to review prior to being able to complete the audit in the time required by National Instrument 51-102 – Continuous Disclosure Requirements. The Company will work with the auditors to complete the audit in a timely manner. The Company has contacted the software vendor and will receive a software update which will correct the refresh issue within the upcoming weeks. 

Accordingly, the Company has informed staff of the British Columbia Securities Commission ("BCSC") about its anticipated delay in filing the Annual Filings and has applied for a Management Cease Trade Order ("MCTO") from the BCSC pursuant to Part 4 of National Policy 12-203 – Management Cease Trade Orders ("NP 12-203") pending the filing of the Annual Filings, which MCTO will prohibit the Company's management from trading in the securities of the Company until such time as the Annual Filings are filed. Pursuant to the MCTO, the deadline for NFT Tech to file the Annual Filings is on or before May 30, 2024. 

The Company currently expects to file the Annual Filings on or before May 15, 2024 and will issue a news release announcing the completion of such filings at such time. Until the Company files the Annual Filings, it will comply with the alternative information guidelines set out in NP 12-203 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.

During the MCTO, the general investing public will continue to be able to trade in the Company's listed common shares. However, the Company's chief executive officer and chief financial officer will not be able to trade in the Company's shares.

About NFT Tech

NFT Tech builds and invests in projects and infrastructure that drive web3 adoption through real-world utility. The company's enhanced focus on AI-driven solutions aims to increase consumer engagement and discover new business models with the help of generative AI.

Publicly listed on the Cboe Canada exchange under the symbol NFT and on the OTC Pink under the symbol NFTFF, NFT Tech leads the charge in connecting traditional capital markets with the forward-looking web3 domain. The company's strategic investment in decentralized physical infrastructure networks (DePIN) exemplifies its ability to pioneer comprehensive ecosystems that leverage blockchain for practical, real-world applications, offering insights and advantages to the public markets.

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Wayne Lloyd Executive Chairman

+1 (604) 800-5838

Cautionary Note on Forward-Looking Information This press release contains certain forward-looking statements within the meaning of applicable securities laws with respect to the Company. These forward-looking statements generally are identified by words such as "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," and similar expressions. Forward- looking statements in this press release include but is not limited to, statements regarding the anticipated delay in filing the Company's annual financial statements and accompanying management's discussion and analysis for the fiscal year ended December 31, 2023, the reasons for the delay, the expected resolution of the software bug, the anticipated filing date of the Annual Filings, and the issuance of bi-weekly default status reports. Although 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 because the Company can give no assurance that they will prove to be correct. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release including, without limitation, the risk that the software bug may not be resolved in a timely manner or at all, the risk that the audit may uncover additional issues, and the risk that the Company may not be able to file the Annual Filings by the anticipated filing date. Additionally, there are uncertainties inherent in forward-looking information, including factors beyond the Company's control. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements included in this news release are expressly qualified by this cautionary statement. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation 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 laws. No securities regulatory authority has either approved or disapproved of the contents of this news release. The Cboe Canada Exchange has not reviewed or approved this press release for the adequacy or accuracy of its contents. This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933 (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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