VAUGHAN, ON, April 14, 2020 /PRNewswire/ - CannTrust Holdings
Inc. ("CannTrust" or the "Company", TSX: TRST, NYSE: CTST)
announced that, after the close of markets on April 13, 2020, the Company received a cease
trade order (the "Cease Trade Order") issued by the Ontario
Securities Commission (the "OSC") as a result of CannTrust's
failure to file the following periodic disclosure required by
Ontario securities
legislation:
- The Company's audited annual financial statements for the year
ended December 31, 2019;
- Management's Discussion and Analysis relating to the Company's
audited annual financial statements for the year ended December 31, 2019;
- The Company's Annual Information Form for the year ended
December 31, 2019;
- Interim Financial Statements of the Company for the periods
ended June 30 and September 30, 2019;
- Management's Discussion and Analysis relating to the Company's
interim financial statements for the periods ended June 30 and September 30,
2019;
- Certification of the foregoing filings by the Company as
required by National Instrument 52-109 Certification of Disclosure
in Issuers' Annual and Interim Filings.
The Cease Trade Order, among other things;
- Revokes the management cease trade order issued by the OSC on
August 15, 2019 in respect to certain
directors and officers of CannTrust, which prohibited those
directors and officers from trading in the Company's securities
until after the Company cured its disclosure defaults;
- Prohibits any person or company from trading, directly or
indirectly, in any security of the Company in the Province of
Ontario, and in every other
province or territory of Canada in
which CannTrust is a reporting issuer and in which Multilateral
Instrument 11-103 - Failure-to-File Cease Trade Orders in
Multiple Jurisdictions applies, except for:
-
- Any sale of CannTrust securities by any person who is not an
insider or control person of the Company, provided such sale is
effected through a registered Canadian investment dealer on a
"foreign organized regulated market", as defined in section 1.1 of
the Universal Market Integrity Rules of the Investment Industry
Regulatory Organization of Canada; and
- The exercise by the holder of any "specified put contract" (as
defined in the Cease Trade Order) that existed prior to the date of
the Cease Trade Order, and the sale of the underlying CannTrust
shares (and the corresponding purchase of shares by the writer of
the specified put contract) under the terms of such specified put
contract, provided that such holder is not an insider or control
person of the Company and the put contract was issued and will be
cleared by the Canadian Derivatives Clearing Corporation.
As previously announced when CannTrust obtained its initial
order under the Companies' Creditors Arrangement
Act (Canada) ("CCAA"),
the Company has determined that it does not currently intend to
devote additional time or money towards curing its public
disclosure defaults by completing and resuming the filing of
required reports under Canadian and United
States securities laws. Upon completion of its CCAA process,
and depending on the circumstances prevailing at that time, the
Company may determine to resume devoting additional time and money
towards curing its public disclosure defaults by completing and
resuming the filing of required reports under Canadian
and United States securities laws. However, there can be
no assurance at this time that the Company will do so.
Holders of CannTrust securities are urged to consult with their
own investment advisors or legal counsel about the implications of
the Cease Trade Order.
A copy of the Cease Trade Order has been posted on the website
of the Canadian Securities Administrators at cto-iov.csa-acvm.ca
and will be posted on the Company's website.
Forward-Looking Statements
This press release contains "forward-looking information" within
the meaning of Canadian Securities laws and "forward-looking
statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and other
applicable United States safe harbor laws, and such
statements are based upon CannTrust's current internal
expectations, estimates, projections, assumptions and beliefs and
views of future events. Forward-looking information and
forward-looking statements can be identified by the use of
forward-looking terminology such as "believes", "expect",
"likely", "may", "will", "should", "intend", "anticipate",
"potential", "proposed", "estimate" and other similar words,
including negative and grammatical variations thereof, or
statements that certain events or conditions "may", "would" or
"will" happen, or by discussions of strategy.
The forward-looking information and statements in this news
release include statements relating to the corrective actions being
taken by the Company, and Health Canada's pending determinations.
Forward-looking information and statements necessarily involve
known and unknown risks, including, without limitation: actions
taken in respect of the Company's products by its customers and
regulators; results of Health Canada's investigation, including
orders and compliance measures required by Health Canada and their
impact on the operations, inventory, assets and financial condition
of the Company; the Company's implementation of remediation plans
and related actions; regulatory approval; the outcome of the
Company's contingent liabilities; the impact of potential
regulatory investigations; the Company's review of strategic
alternatives; risks associated with general economic conditions;
adverse industry events; loss of markets; future legislative and
regulatory developments in Canada, the United
States and elsewhere; the cannabis industry
in Canada generally; and, the ability of CannTrust to
implement its business strategies.
Any forward-looking information and statements speak only as of
the date on which they are made, and, except as required by law,
CannTrust does not undertake any obligation to update or revise any
forward-looking information or statements, whether as a result of
new information, future events or otherwise. New factors emerge
from time to time, and it is not possible for CannTrust to predict
all such factors. When considering these forward-looking
information and statements, readers should keep in mind the risk
factors and other cautionary statements in CannTrust's Annual
Information Form dated March 28, 2019 (the "AIF") and
filed with the applicable Canadian securities regulatory
authorities on SEDAR at www.sedar.com and filed as an
exhibit CannTrust's Form 40-F annual report under the United States
Securities Exchange Act of 1934, as amended, with the United States
Securities and Exchange Commission on EDGAR
at www.sec.gov (the "March 2019 Form 40-F"). The
risk factors and other factors noted in the AIF could
cause actual events or results to differ materially from those
described in any forward-looking information or statements. Readers
are also reminded that CannTrust remains in default of its periodic
disclosure requirements under applicable securities laws and stock
exchange requirements, that its most recent AIF, Form 40-F and
other disclosures do not reflect all risk factors that currently
face the Company, and that the Company has not completed or filed
the restatements of the financial statements included in the AIF or
the March 2019 Form 40-F or otherwise filed an amendment
to such Form 40-F, and that the Company has determined not to
correct its prior filings or make any further filings in respect of
periodic disclosure requirements under applicable securities laws
and stock exchange requirements.
None of the OSC, TSX or NYSE accepts any responsibility for
the adequacy or accuracy of this release.
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SOURCE CannTrust Holdings Inc.