TSX Extends CannTrust's Disclosure Requirements
Deadline
VAUGHAN, ON, March 18, 2020 /PRNewswire/ - CannTrust Holdings
Inc. ("CannTrust" or the "Company", TSX: TRST, NYSE: CTST)
announced today that the Toronto Stock Exchange ("TSX") has
extended the Company's current March 25,
2020 deadline for satisfying certain disclosure requirements
but is also reviewing CannTrust's eligibility for maintaining its
TSX listing.
On November 26, 2019, CannTrust
announced the TSX's intention to review CannTrust's eligibility for
continued listing of the Company's common shares, pursuant to Part
VII of the TSX Company Manual. The TSX indicated that
the review was a result of the Company being in arrears for
satisfying certain disclosure requirements, namely the preparation
and filing of the Company's restated audited financial statements
for the year ended December 31, 2018, its restated interim
financial statements for the first quarter of 2019, and its interim
financial statements for the second and third quarters of 2019,
together with the related management's discussion and analysis
("MD&A") for the corresponding periods. The TSX further
advised that, if the Company was unable to cure these defaults
by March 25, 2020, the Company's securities would be delisted
30 days following such date.
Today, the TSX advised CannTrust that, in response to the
Company's request for an extension to the current March 25, 2020 deadline, the TSX has determined
to defer any delisting decision until no later than April 16, 2020. The TSX also advised
CannTrust that a meeting of its Listings Committee will be held on
April 14, 2020 to consider whether to
delist the Company's securities. If the TSX determines to delist
the securities, the TSX will also determine whether trading in the
securities should be suspended.
CannTrust requested that the TSX extend the deadline for curing
the Company's continuous disclosure defaults because management was
not confident that the required disclosures, which include
restatements of the Company's comparative audited financial
statements for the year ended December 31,
2018 and its Annual Information Form for the year ended
December 31, 2018, could be completed
by March 25, 2020.
CannTrust remains in default of its disclosure obligations under
securities legislation, has no meaningful revenues, has terminated
or laid-off a significant portion of its workforce, is facing a
variety of regulatory investigations, and has significant
contingent liabilities in both Canada and the
United States, including for potential civil damages and
potential criminal, quasi-criminal or administrative penalties and
fines, which cannot be reasonably quantified.
As of February 29, 2020, CannTrust had a cash balance of
approximately $159 million. CannTrust and its Board of
Directors continue to monitor the Company's cash balance and other
factors carefully to, among other things, assess various strategic
alternatives while pursuing the Company's remediation work.
CannTrust reiterated that the nature, timing, and outcome of the
Board of Directors' ongoing strategic review process will be
influenced by, among other things, the Company's ability to extend
or renew insurance coverage on acceptable terms, whether or when
Health Canada reinstates the Company's licenses, how long it will
take to restore operations and expectations regarding the
resolution of the Company's contingent liabilities, and potential
civil, criminal, quasi-criminal, administrative and regulatory
actions in both Canada and
the United States.
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.
The TSX and NYSE do not accept responsibility for the adequacy
or accuracy of this release.
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SOURCE CannTrust Holdings Inc.