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TUT Fitness Group Applies for Management Cease Trade Order

Vancouver, BC, January 30, 2024 – TUT Fitness Group Inc. (“TUT” or the “Company”) (TSX.V:GYM) announces that it has requested a temporary Management Cease Trade Order (“MCTO”) from the British Columbia Securities Commission (“BCSC”) in connection with the Company’s filing of its audited annual financial statements (the “Audited Financial Statements”) and MD&A for the financial year ended September 30, 2023.

The Company is requesting the MCTO in order to secure additional time to finalize its Audited Financial Statements, the related MD&A and the applicable CEO and CFO certifications (the “Annual Filings”). The delay in filing the Annual Filings is a result of unexpected delays experienced by the Company and auditors due to additional auditor testing requirements related to the Company’s patents and inventory analysis in addition to staffing constraints. The Company is working with its auditor and accounting team to draft Financial Statements and respond to all queries. It is the Company’s reasonable expectation that the Annual Filings will be finalized on or before March 29, 2024. 

By way of background and as required by the BCSC, the Company notes the following:

1. The Company is required to file its Annual Filings all in accordance with IFRS within 120 days after the end of its completed financial year, such date being January 29, 2024 (the “Annual Filing Deadline”) as required by National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”). The Company does not anticipate that it will be able to complete the Annual Filings on or before the Annual Filing Deadline.

2. The Company and its auditors are working diligently to prepare and file the Annual Filings, on or before March 29, 2024. 

3. The Company confirms that it intends to issue a status report on a bi-weekly basis, for as long as it remains in default of the Annual Filing Deadline in respect of the Annual Filings.

4. The Company is not subject to any insolvency proceeds.

5. There is no other material information concerning the affairs of the Company that has not been generally disclosed.

The Company has imposed an insider trading blackout pending the filing of the Annual Filings, and will comply with the alternative information guidelines described in National Policy 12-203 Management Cease Trade Orders during such period.

TUT Fitness Group Inc.

“Robert Smith”

Robert Smith, CEO  

Contact: robs@tutfitnessgroup.com

Forward-looking Statements: This news release may contain certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical fact, that address events or developments that the Company expects to occur, are forward looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Forward-looking statements in this document include statements regarding the timing of the Company’s annual filings. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward-looking statements. 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.