- Champignon Brands Inc. gave an update on their ongoing continuous disclosure review with the British Columbia Securities Commission
VANCOUVER, British Columbia, September 15, 2020 – Champignon Brands Inc. (SHRM) (the “Company”) continues to work with the British Columbia Securities Commission (the “Commission”) to address an ongoing continuous disclosure review. Since the review was commenced, the Company has arranged for:
- Filing of business acquisition reports (collectively, the “Business Acquisition Reports”) in connection with the acquisitions of Artisan Growers Ltd., Novo Formulations Ltd. and Tassili Life Sciences Corp.
- Revocation of the initial cease trade order issued by the Commission on June 19, 2020.
- Preparation of financial disclosure in connection with the acquisition of AltMed Capital Corp. (“AltMed”). Compilation of the statements is at an advanced stage, and the Company expects this work to be concluded shortly.
Continuous Disclosure Review
On June 19, 2020, the Company was notified by the Commission that it would be subject to a continuous disclosure review. Such reviews are conducted by the Commission for the purposes of ensuring compliance with the continuous disclosure obligations imposed by applicable Canadian securities laws. In the case of the Company, this review relates to the Company’s disclosure obligations since it became a reporting issuer on February 6, 2020 and includes a review of the disclosure surrounding acquisitions completed by the Company since that time.
In connection with the review, on June 19, 2020, the Commission issued a cease trade order suspending trading in the securities of the Company pending the filing of Business Acquisition Reports in connection with the acquisitions of Artisan Growers Ltd., Novo Formulations Ltd. and Tassili Life Sciences Corp. As a result of the cease trade order, trading in the common shares of the Company was suspended on the Canadian Securities Exchange.
The Business Acquisition Reports were filed by the Company on July 21, 2020, during which time the Company continued to work with the Commission to address comments received in the course of the disclosure review. As a result of the filing of the Business Acquisition Reports, on August 26, 2020, the Commission revoked the cease trade order previously issued on June 19, 2020. Concurrently with the revocation, the Commission issued a replacement cease trade order (the “Replacement Order”), pending the filing of a revised material change report (the “Material Change Report”) in connection with the acquisition by the Company of AltMed.
The Company previously filed a Material Change Report on May 11, 2020, in connection with the acquisition of AltMed. The Replacement Order will remain in effect until a revised Material Change Report is filed which contains the disclosure required for a restructuring transaction in accordance with National Instrument 51-102 – Continuous Disclosure Obligations.
Prior to finalization of a revised Material Change Report, the Company is required to finalize the accounting treatment for the acquisition of AltMed. The Company has concluded, in discussions with its external auditor and accounting advisors, that the acquisition of AltMed should be treated as a reverse-takeover in accordance with IFRS 3 – Business Combinations. As a result of this conclusion, AltMed is treated as the acquiror for accounting purposes and the Company is in the process of compiling the financial statements of AltMed for the six-month period ended June 30, 2020 to meet disclosure requirements. Compilation of the statements is at an advanced stage, and the Company expects this work to be concluded shortly.
The Company remains committed to working with the Commission to assist in completion of the review and revocation of the Replacement Order in a timely fashion. Compliance with its continuous disclosure obligations remains of paramount importance to the Company, and its board of directors, and the Company will continue to update shareholders as work with the Commission progresses.
ON BEHALF OF THE BOARD OF DIRECTORS
Dr. Roger McIntyre
Chief Executive Officer
FOR INVESTOR INQUIRIES:
Champignon Brands | Storyboard Communications
Investor Relations, Toronto, Canada
Investor Line: +1 (833) 375-9995 x611
FOR CHAMPIGNON BRANDS FRENCH INQUIRIES:
Remy Scalabrini, Maricom Inc.
T: (888) 585-MARI
The CSE and Information Service Provider have not reviewed and does not accept responsibility for the accuracy or adequacy of this release.
Forward-looking Information Cautionary Statement
Except for statements of historic fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and estimates at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the CSE. There are uncertainties inherent in forward-looking information, including factors beyond the Company’s control. There are no assurances that the business plans for Champignon Brands described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company’s filings with Canadian securities regulators, which are available at www.sedar.com.