C21 Investments Inc. (CSE: CXXI) (OTCQX: CXXIF) (“C21” or the “Company“), a vertically integrated cannabis company, today announced a delay in filing its audited annual financial statements and management discussion & analysis for the financial year ended January 31, 2022, and the CEO and CFO certificates, all as required by National Instrument 51-102 – Continuous Disclosure Obligations and National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings (collectively, the “Documents“).
The Company previously announced that it is transitioning from International Financial Reporting Standards (IFRS) to accounting principles generally accepted in the United Stated of America (US GAAP) for its fiscal year end of January 31, 2022 (see news release dated November 18, 2021). The delay in filing the Documents is due to the Company’s auditors requiring additional time to complete their audit of the annual financial statements for the financial year ended January 31, 2022, partially due to the Company’s transition from IFRS to US GAAP accounting. Accordingly, the Company has informed the British Columbia Securities Commission (the “BCSC“) of its anticipated delay in filing the Documents and has applied for a management cease trade order (“MCTO“) from the BCSC pursuant to National Policy 12-203 – Management Cease Trade Orders (“NP 12-203“), pending the filing of the Documents, which MCTO would prohibit the Company’s management from trading in the securities of the Company until such time as the Documents are filed. The MCTO will not affect the ability of any other shareholders of the Company to trade securities of the Company. There is no guarantee that a MCTO will be granted.
During the period of default and until the filing of the Documents, the Company intends to satisfy the provisions of the “alternative information guidelines” as set out in NP 12-203, including the requirement to file bi-weekly status reports in the form of news releases containing prescribed updating information. The Company intends to work diligently and expeditiously with its auditors and expects to file the Documents by June 9, 2022.
Until the Company has filed the Documents, members of the Company’s management and other insiders are subject to an insider trading black-out. The Company confirms that, other than as disclosed in prior press releases and material change reports, there have been no material business developments since the filing of the Company’s latest interim financial report. The Company is not currently subject to any insolvency proceedings.
