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Canntrust Holdings Inc
Symbol TRST
Shares Issued 141,487,193
Close 2020-02-13 C$ 1.07
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Canntrust Holdings appoints Guyatt CEO

2020-02-13 20:01 ET - News Release

An anonymous director reports

CANNTRUST ANNOUNCES NEW CEO AND PROVIDES UPDATES ON REMEDIATION PLAN AND NEW YORK STOCK EXCHANGE LISTING

Canntrust Holdings Inc. has appointed Greg Guyatt as the company's chief executive officer, and provided an update on the status of both its remediation plan and its New York Stock Exchange (NYSE) listing.

Remediation plan update

Canntrust announced that it will be submitting on Feb. 14, 2020, documentation to Health Canada regarding the completion of the company's remediation activities at its Niagara facility. This filing will be made in support of the reinstatement of that facility's licences.

Canntrust anticipates that remediation activities at the company's Vaughan facility will reach completion during the second quarter of 2020. The company intends thereafter to submit the required documentation to Health Canada in support of the reinstatement of that facility's licences.

Ultimately, any decision to reinstate the company's licenses, and the timing and conditions of any such reinstatement, will rest solely with Health Canada. No assurance can be given that Health Canada will reinstate either the Niagara or Vaughan facility licences.

With its previously announced completion of the investigation following Canntrust's receipt of non-compliance reports from Health Canada in July, 2019, and with the submission of the company's remediation package with respect to its Niagara facility and the expected submission of the company's remediation package with respect its Vaughan facility during the second quarter of 2020, the special committee appointed by Canntrust's board of directors will focus its attention on identifying and considering potential strategic alternatives for the company. The special committee was appointed in July, 2019, to investigate the circumstances surrounding the company's receipt of non-compliance reports from Health Canada, to both provide oversight for the development and execution of the company's remediation plan, and review strategic alternatives.

The company reminds readers that 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 work force, 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. The nature, timing and outcome of the special committee's continuing strategic review process will be influenced by, among other things, Canntrust's ability to extend or renew its insurance coverage on acceptable terms, whether or when Heath Canada reinstates the company's licences, how long it will take to restore operations, and expectations regarding the resolution of the company's contingent liabilities and potential regulatory actions. The company's cash position as at Jan. 31, 2020, was approximately $167-million.

Appointment of chief executive officer and interim chief financial officer

Canntrust also announced that the board of directors has appointed Greg Guyatt, the company's current chief financial officer, as chief executive officer (CEO), replacing interim CEO Robert Marcovitch, who will both remain with the company as non-executive chairman of the board of directors and resume his role as a member of the special committee. Mr. Marcovitch had assumed the role of Canntrust's chairman and interim CEO in July, 2019, following steps taken by the board of directors to remove senior personnel from the company, who were believed to have caused or acquiesced in the company's serious compliance failures and other transgressions related to the matters that were the subject of the Health Canada non-compliance reports. These steps included the termination of the company's former CEO for cause and the forced resignation of the company's former chairman. During Mr. Marcovitch's tenure as interim CEO, the company also took steps to improve the company's corporate culture and regulatory compliance, and to remediate its facilities.

Mr. Guyatt, who joined Canntrust in February, 2019, as chief financial officer, is a chartered professional accountant. Mr. Guyatt previously served as the CFO of GreenSpace Brands Inc., a premium natural food product company, and brings nearly 25 years of experience leading finance teams from the consumer packaged goods, pharmaceutical and private equity sectors. With Mr. Guyatt's appointment, David Blair, currently the company's vice-president of finance, will assume the role of interim CFO. The company has initiated a process to identify a permanent CFO.

New York Stock Exchange listing update

Canntrust also announced that it has received an extension for continued listing and trading of the company's common shares on the New York Stock Exchange. The extension granted by the NYSE, subject to continuing reassessment by the NYSE, provides the company with an additional trading period through April 15, 2020, during which it can file with the U.S. Securities and Exchange Commission the restatement of its Form 40-F for the fiscal year ended Dec. 31, 2018, and file its interim financial report for the six months ended June 30, 2019, on Form 6-K.

Default status report

Finally, Canntrust provided a status update in accordance with its obligations under the alternative information guidelines set out in National Policy 12-203 -- Management Cease Trade Orders (NP 12-203), which require the company to provide biweekly updates until such time as the company is current with its filing obligations under Canadian securities laws. As previously announced, the company is subject to a management cease trade order (MCTO) issued by the Ontario Securities Commission. The MCTO prohibits the directors and executive officers of the company from trading in or acquiring securities of the company until two full business days after the company files an interim financial report for the three and six month periods ended June 30, 2019, an interim management's discussion and analysis for the corresponding period, and certifications of interim filings. The MCTO does not affect the ability of investors who are not insiders to trade in the company's securities.

Canntrust further noted that:

  • Other than as disclosed above, there have been no material changes to the information contained in the company's Aug. 16, 2019, news release, Aug. 29, 2019, news release, Sept. 12, 2019, news release, Sept. 26, 2019, news release, Oct. 10, 2019, news release, Oct. 24, 2019, news release, Nov. 7, 2019, news release, Nov. 21, 2019, news release, Dec. 5, 2019, news release, Dec. 19, 2019, news release, Jan. 2, 2020, news release, Jan. 16, 2020, news release, and Jan. 30, 2020, news release.
  • The company intends to continue to comply with the alternative information guidelines of NP 12-203.
  • Except as previously disclosed, there are no subsequent specified defaults (actual or anticipated) within the meaning of NP 12-203.

We seek Safe Harbor.

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