Ventas Invests in C$2.4 Billion Portfolio Through 85/15%
Partnership with Le Groupe Maurice (“LGM”); LGM to Continue to Manage
31 Class A Apartment-Like Seniors Housing Communities in Attractive
Well-Occupied, Stable Portfolio and Lease-Up Assets Expected to
Deliver 4% NOI CAGR over Next 5 Years
- Additional Growth Expected from Four In-Progress Developments
- Exclusive Rights to Future Development Pipeline
Establishes High Quality New Platform for Growth with LGM; Builds
on Ventas’s Successful Strategy with Leading Operators
Diversification of Ventas’s Portfolio, Business Model and Operator
- Transaction is Expected to be Accretive to Normalized FFO in 2020
CHICAGO–(BUSINESS WIRE)–$VTR–Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) today announced
that it has signed a definitive agreement to acquire a Class A portfolio
of 31 purpose-built seniors housing communities and four in-progress
developments in the attractive Quebec market by investing through an
85/15 percent equity partnership with Le Groupe Maurice (“LGM”). The
portfolio is valued at C$2.4 billion (USD $1.8 billion) including
construction in progress. The deal establishes a new platform for growth
with leading developer and operator, LGM, a market leader in the design,
development and management of seniors housing communities in Quebec who
will continue to manage and further develop the portfolio under the Le
Groupe Maurice brand, maintaining its vision of quality and innovation.
Ventas will also have exclusive rights to fund and own all additional
developments under a pipeline agreement with LGM.
Le Groupe Maurice is a market leader in the design, development and
management of apartment like, independent living seniors housing
communities in Quebec. Founded in 1998, LGM has over 2,000 employees, a
seasoned, high-quality management team with deep industry knowledge and
a strong track record of development and operating success. LGM has
grown from one property in 2000 to 35 communities, all through
purpose-built development, and has a leading 9 percent market share in
Quebec with a highly regarded and recognized brand. The investment will
diversify and expand Ventas’s leading seniors housing operating
portfolio (“SHOP”) presence in the attractive and growing Canadian
market with a preferred seniors housing brand in Quebec.
“We are delighted to announce this accretive investment with Le Groupe
Maurice to obtain a strong portfolio with built-in growth potential from
existing and new developments in high-quality, attractive urban
markets,” said Ventas Chairman and Chief Executive Officer, Debra A.
Cafaro. “This transaction demonstrates the Ventas team’s commitment to
our pivot to growth as we execute on accelerating external growth
opportunities. The transaction enhances and diversifies our leading
portfolio and underscores our successful strategy of partnering with
best-in-class operators and developers,” Cafaro added.
The President and Founder of Le Groupe Maurice, Luc Maurice, said: “We
have built a leading seniors housing business over 20 years with very
strong brand awareness and market share across Quebec through a
commitment to quality and an energetic independent lifestyle for our
residents. Le Groupe Maurice’s team and employees are excited about this
partnership with Ventas and we look forward to expanding the business
and capitalizing on the significant opportunities we see in the growing
and attractive Canadian senior housing market.”
Highlights of the Transaction
High Quality Portfolio of 31 Communities and Four In-Progress
Developments Managed by LGM
Includes 28 stable, Class A, institutional quality apartment-like
communities containing 7,885 units in high density, core urban
markets with occupancy of nearly 97 percent, average units per
community of 282, average age of 8 years and revenue per occupied
unit of over C$2,600 per month.
Adds lease-up portfolio of three assets opening in 2019 containing
1,032 units. LGM’s ten most recently completed and stabilized
developments averaged 25 percent occupancy in month one and leased
to over 90 percent occupancy on average in just 12 months.
These 31 communities are forecast to deliver four percent compound
annual growth in net operating income (“NOI”) over the next five
The transaction also includes four in-progress developments
expected to contain about 1,400 units in attractive locations in
Montreal that are projected to open in late 2020 and 2021.
- Includes 28 stable, Class A, institutional quality apartment-like
Participation in Attractive Quebec Senior Housing Market
Canada’s senior housing market has delivered stable and growing
cash flows, with limited new supply and attractive demand growth
via an aging population.
Quebec offers a large, thriving senior housing market with a
penetration rate approximating 18 percent (two times the Canadian
The Canadian 75 and over senior population is forecast to grow
nearly 50 percent between 2018 and 2028.
- Canada’s senior housing market has delivered stable and growing
Attractive Valuation for Stable Cash Flows with Embedded Growth
C$2.4 billion total portfolio valuation (at 100
percent, including assumption of C$1.3 billion of debt) for 31
communities and four in-progress developments:
28 stable assets: C$2.0 billion purchase price, estimated 5.5
percent yield, acquired at or below replacement cost with a
per unit cost of C$255 thousand.
Three lease-up assets: C$0.3 billion purchase price, estimated
5.5 percent stabilized yield with a per unit cost of C$290
Four in-progress developments: C$0.1 billion invested to date;
C$0.4 billion projected total cost, estimated 6.5 percent stabilized
yield with a per unit cost of C$280 thousand.
Exclusive arrangement to fund and own all LGM development
projects provides long-term sustainable growth.
- 28 stable assets: C$2.0 billion purchase price, estimated 5.5
Ventas investment equals 85 percent of C$2.4 billion total
portfolio valuation and pro-rata share of partnership returns.
- C$2.4 billion total portfolio valuation (at 100
Establishes New Platform for Growth with Exclusive Development
Ventas and LGM will enter into an 85/15 percent partnership
agreement that will own the 35 assets and future developments.
Ventas has secured exclusive rights to own and fund all LGM future
developments under a pipeline agreement, which should provide
long-term sustainable growth. New incremental developments are
expected to average two to three new starts per year.
- Ventas and LGM will enter into an 85/15 percent partnership
Diversification of Portfolio, Business Model and Operator Base
Ventas’s pro forma Canadian portfolio increases from 41 properties
to 76 properties and the NOI contribution from Canadian assets is
expected to grow to seven percent of Ventas’s NOI; NOI from the
Company’s Canadian SHOP portfolio is expected to represent 21
percent of its total SHOP NOI.
These new communities offer an outstanding lifestyle for seniors,
with a la carte services, active adult options, and apartment-like
units, resulting in longer length of stay. Demand for the top-tier
amenities for an active senior lifestyle at the assets is strong.
With the transaction, LGM would become a top ten Ventas operator
by NOI, and is expected to represent approximately 4 percent of
Ventas’s pro forma NOI by year end 2019.
- Ventas’s pro forma Canadian portfolio increases from 41 properties
Positive Financial Impact
NOI from the 31 communities in 2020 is expected to range from
C$123 to C$129 million (at 100 percent). The portfolio of 31
assets is expected to deliver 4 percent compound annual growth
rate in NOI over the next five years.
The transaction is expected to be neutral to 2019 normalized Funds
from Operations (“FFO”) per share and accretive to 2020 normalized
FFO by approximately $0.03 per share.
- NOI from the 31 communities in 2020 is expected to range from
Approvals, Timing and Funding
The LGM transaction is expected to close in two phases. The first phase
– expected to close early in the third quarter of 2019 – includes a
C$987 million bridge loan from Ventas to LGM to enable it to buy out its
current private equity partner. The second phase, full investment and
partnership closing, is subject to the satisfaction of customary closing
conditions, including receipt of regulatory approvals, and is expected
to occur in the third quarter of 2019.
As part of the LGM transaction, TD Securities is serving as exclusive
financial advisor, and Osler, Hoskin & Harcourt LLP is serving as legal
advisor, to Ventas. National Bank Financial Inc. is serving as exclusive
financial advisor, and McCarthy Tetrault LLP is serving as strategic and
legal advisor, to Le Groupe Maurice.
About Le Groupe Maurice
LGM is a market leader in design, development and management of
progressive residences for seniors in Quebec. Founded in 1998, LGM has a
portfolio of 35 communities, built and maintained to the highest
standard in the industry.
Ventas, an S&P 500 company, is a leading real estate investment trust.
Its diverse portfolio of approximately 1,200 assets in the United
States, Canada and the United Kingdom consists of seniors housing
communities, medical office buildings, university-based research and
innovation centers, inpatient rehabilitation and long-term acute care
facilities, and health systems. Through its Lillibridge
subsidiary, Ventas provides management, leasing, marketing, facility
development and advisory services to highly rated hospitals and health
systems throughout the United States.
This press release includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All
statements regarding the Company’s or its tenants’, operators’,
borrowers’ or managers’ expected future financial condition, results of
operations, cash flows, funds from operations, dividends and dividend
plans, financing opportunities and plans, capital markets transactions,
business strategy, budgets, projected costs, operating metrics, capital
expenditures, competitive positions, acquisitions, investment
opportunities, dispositions, merger or acquisition integration, growth
opportunities, expected lease income, continued qualification as a real
estate investment trust (“REIT”), plans and objectives of management for
future operations and statements that include words such as
“anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,”
“may,” “could,” “should,” “will” and other similar expressions are
forward-looking statements. These forward-looking statements are
inherently uncertain, and actual results may differ from the Company’s
expectations. The Company does not undertake a duty to update these
forward-looking statements, which speak only as of the date on which
they are made.
The Company’s actual future results and trends may differ materially
from expectations depending on a variety of factors discussed in the
Company’s filings with the Securities and Exchange Commission. These
factors include without limitation: (a) the ability and willingness of
the Company’s tenants, operators, borrowers, managers and other third
parties to satisfy their obligations under their respective contractual
arrangements with the Company, including, in some cases, their
obligations to indemnify, defend and hold harmless the Company from and
against various claims, litigation and liabilities; (b) the ability of
the Company’s tenants, operators, borrowers and managers to maintain the
financial strength and liquidity necessary to satisfy their respective
obligations and liabilities to third parties, including without
limitation obligations under their existing credit facilities and other
indebtedness; (c) the Company’s success in implementing its business
strategy and the Company’s ability to identify, underwrite, finance,
consummate and integrate diversifying acquisitions and investments; (d)
the accuracy of estimates and assumptions that the Company used to
underwrite its acquisition of the interests in the partnership with LGM
and to determine the projected impact and benefits (including financial)
of the transaction, and the potential for the Company’s estimates or
assumptions, as well as the expected impact and benefits, to change as
additional information becomes available; (e) macroeconomic conditions
such as a disruption of or lack of access to the capital markets,
changes in the debt rating on U.S. government securities, default or
delay in payment by the United States of its obligations, and changes in
the federal or state budgets resulting in the reduction or nonpayment
of Medicare or Medicaid reimbursement rates; (f) the nature and extent
of future competition, including new construction in the markets in
which the Company’s seniors housing communities and office buildings are
located; (g) the extent and effect of future or pending healthcare
reform and regulation, including cost containment measures and changes
in reimbursement policies, procedures and rates; (h) increases in the
Company’s borrowing costs as a result of changes in interest rates and
other factors, including the potential phasing out of the London
Inter-bank Offered Rate after 2021; (i) the ability of the Company’s
tenants, operators and managers, as applicable, to comply with laws,
rules and regulations in the operation of the Company’s properties, to
deliver high-quality services, to attract and retain qualified personnel
and to attract residents and patients; (j) changes in general economic
conditions or economic conditions in the markets in which the Company
may, from time to time, compete, and the effect of those changes on the
Company’s revenues, earnings and funding sources; (k) the Company’s
ability to pay down, refinance, restructure or extend its indebtedness
as it becomes due; (l) the Company’s ability and willingness to maintain
its qualification as a REIT in light of economic, market, legal, tax and
other considerations; (m) final determination of the Company’s taxable
net income for the year ended December 31, 2018 and for the year
ending December 31, 2019; (n) the ability and willingness of the
Company’s tenants to renew their leases with the Company upon expiration
of the leases, the Company’s ability to reposition its properties on the
same or better terms in the event of nonrenewal or in the event the
Company exercises its right to replace an existing tenant, and
obligations, including indemnification obligations, the Company may
incur in connection with the replacement of an existing tenant; (o)
risks associated with the Company’s senior living operating portfolio,
such as factors that can cause volatility in the Company’s operating
income and earnings generated by those properties, including without
limitation national and regional economic conditions, development of new
competing properties, costs of food, materials, energy, labor and
services, employee benefit costs, insurance costs and professional and
general liability claims, and the timely delivery of accurate
property-level financial results for those properties; (p) changes in
exchange rates for any foreign currency in which the Company may, from
time to time, conduct business; (q) year-over-year changes in the
Consumer Price Index or the U.K. Retail Price Index and the effect of
those changes on the rent escalators contained in the Company’s leases
and the Company’s earnings; (r) the Company’s ability and the ability of
its tenants, operators, borrowers and managers to obtain and maintain
adequate property, liability and other insurance from reputable,
financially stable providers; (s) the impact of damage to the Company’s
properties for catastrophic weather and other natural events and the
physical effects of climate change; (t) the impact of increased
operating costs and uninsured professional liability claims on the
Company’s liquidity, financial condition and results of operations or
that of the Company’s tenants, operators, borrowers and managers, and
the ability of the Company and the Company’s tenants, operators,
borrowers and managers to accurately estimate the magnitude of those
claims; (u) risks associated with the Company’s office building
portfolio and operations, including the Company’s ability to
successfully design, develop and manage office buildings and to retain
key personnel; (v) the ability of the hospitals on or near whose
campuses the Company’s medical office buildings are located and their
affiliated health systems to remain competitive and financially viable
and to attract physicians and physician groups; (w) risks associated
with the Company’s investments in joint ventures and unconsolidated
entities, including its lack of sole decision-making authority and its
reliance on its joint venture partners’ financial condition; (x) the
Company’s ability to obtain the financial results expected from its
development and redevelopment projects; (y) the impact of market or
issuer events on the liquidity or value of the Company’s investments in
marketable securities; (z) consolidation in the seniors housing and
healthcare industries resulting in a change of control of, or a
competitor’s investment in, one or more of the Company’s tenants,
operators, borrowers or managers or significant changes in the senior
management of the Company’s tenants, operators, borrowers or managers;
(aa) the impact of litigation or any financial, accounting, legal or
regulatory issues that may affect the Company or its tenants, operators,
borrowers or managers; and (bb) changes in accounting principles, or
their application or interpretation, and the Company’s ability to make
estimates and the assumptions underlying the estimates, which could have
an effect on the Company’s earnings.
City View Green Holdings Inc. Provides Update on Its 1st Quarter Filings
Toronto, Ontario–(Newsfile Corp. – July 3, 2020) – City View Green Holdings Inc. (CSE: CVGR) (OTCQB: CVGRF) (“City View” or the “Company“), trading through the facilities of the Canadian Securities Exchange (“CSE“) under the symbol “CVGR” and on the OTCQB® under the symbol “CVGRF” – Following its press releases of April 28, 2020, and May 28, 2020, the Company is providing a further update on the status of filing of its first-quarter consolidated interim financial statements, accompanying management’s discussion and analysis, and related CEO and CFO certificates for the three month period ended March 31, 2020 (collectively, the “First-Quarter Filings“).
On March 18, 2020, the Canadian Securities Administrators announced that they would provide issuers with a 45-day filing extension for filings required on or before June 1, 2020, as a result of COVID-19 pandemic. As such, the Ontario Securities Commission has enacted Ontario Instrument 51-502 – Temporary Exemption from Certain Corporate Finance Requirements dated March 23, 2020 (“OI 51-502“). In its April 28 and May 28, 2020 press releases, the Company announced its reliance on the exemption with respect to extending the deadline of filing its First Quarter Filings, which are required to be filed by June 1, 2020 under sections 4.3 and 4.4 of National Instrument 51-102 – Continuous Disclosure Obligations. The Company is continuing to work diligently and currently expects to have the First-Quarter Filings filed on or prior to the extended filing deadline of July 16, 2020.
As required by OI 51-502, and similar Instruments and Orders enacted in British Columbia and Alberta, the Company discloses the following:
Until such time as the Company has filed the First-Quarter Filings, members of management and other insiders are subject to a trading black-out policy that reflects the principles in section 9 of National Policy 11-207 – Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.
The Company confirms that there have been no material business developments, other than those announced through news releases, since June 15, 2020, when the Company filed its audited financial statements for the fiscal year ended December 31, 2019.
About City View
City View Green is a leading cannabis-infused food company focused on the development of food brands, extraction and distribution. Upon the anticipated receipt of its Cannabis Act processing and sales licences (“Cannabis Licences“), City View will incorporate cannabis-infused food production and extraction at its Brantford, Ontario facility. Once operational, it is our expectation that City View will produce high quality cannabis-infused food, oils, distillates, and water-soluble products for the food and beverage markets. In addition, City View owns a 19.9% stake in Budd Hutt Inc. (“Budd Hutt“), a retail-focused cannabis company with access to cannabis cultivation and production licences in Alberta and other retail opportunities across Canada. Through its relationship with Budd Hutt, the Company anticipates securing shelf space, product placement, and distribution opportunities for City View’s products. For more information visit www.cityviewgreen.ca.
For further information contact:
City View Green Holdings Inc.
Rob Fia, CEO & President
Neither the Canadian Securities Exchange nor its regulations services accept responsibility for the adequacy or accuracy of this release.
Disclaimer for Forward-Looking Information
This press release contains forward-looking statements which are not composed of historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management’s expectations. There are a number of important factors that could cause the Company’s actual results to differ materially from those indicated or implied by forward-looking statements and information. When relying on the Company’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Important factors that could cause actual results to differ materially from the Company’s expectations include, among others, availability and costs of financing needed in the future, changes in equity markets, delays in the development of projects, and ability to predict or counteract potential impact of COVID-19 coronavirus on factors relevant to the Company’s business. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/59129
Red Light Holland Names Medical and Scientific Division
Toronto, Ontario–(Newsfile Corp. – July 3, 2020) – Red Light Holland Corp. (CSE: TRIP) (FSE: 4YX) (“Red Light Holland” or the “Company“), an Ontario-based corporation positioning itself to engage in the production, growth and sale of a premium brand of magic truffles to the legal, recreational market within the Netherlands, is pleased to announce the naming and establishment of its medical and scientific division, “Scarlette Lillie Science and Innovation.” The establishment of Scarlette Lillie Science and Innovation marks an early move by Red Light Holland, to position itself to expand its business into the medical psychedelics market in the future, at such time as market and regulatory conditions present a viable business opportunity.
“While we are focusing on the recreational truffles market in the Netherlands, we are also keen on the medical market, in which we see tremendous future opportunities for Red Light Holland to help make a larger, positive change in the world,” said Todd Shapiro, the Company’s Chief Executive Officer and Director. “Scarlette Lillie Science and Innovation is named after Scarlette, my nine-month old daughter, and Lillie, the daughter of the Company’s President, Hans Derix. And so this is indeed a very proud day for both the Company, and for Hans and myself. As fathers, we want to see a better future for both of them, and for your family’s as well. We firmly believe we need more research and development into psilocybin and its potential benefits. We absolutely look forward to being an official part of that process,” added Mr. Shapiro.
Scarlette Lillie Science and Innovation is expected to be funded by a portion of Red Light Holland’s available funds from time to time, and once operational, is expected to allow Red Light Holland to initiate and expedite various science, innovation and research activities focused on, among other things, exploring the potential medical and health benefits of psilocybin and whole fungi-medicine.
Dr. Joseph Geraci, Advisor of Red Light Holland and Chief Executive Officer of Netramark Corp., added: “I’m pleased to help advise and work closely with Scarlette Lillie Science and Innovation. This division aligns tremendously well with the over two decades of efforts that I’ve personally and professionally made within neuroscience, psychiatry and important research and data collection. I believe that working with psilocybin can have an impact in helping with mood disorders and beyond. I look forward to being a part of this synergistic mission to prove these theories out, and I’m also excited to introduce my contacts from the science and medical fields to our team of visionaries.”
About Red Light Holland Corp.
The Company is an Ontario-based corporation positioning itself to engage in the production, growth and sale (through existing Smart Shops operators and an advanced e-commerce platform) of a premium brand of magic truffles to the legal, recreational market within the Netherlands, in accordance with the highest standards, in compliance with all applicable laws.
For additional information on the Company:
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Readers are further cautioned that the assumptions used in the preparation of such forward-looking statements (including, but not limited to, the assumption that (i) the Company will be able to execute on its business plan and/or enter into the medical psychedelics market as proposed, (ii) the Company will receive one or multiple licenses, permits, and authorizations from time to time necessary to execute on its business plan and/or enter into the medical psychedelics market, (iii) the Company’s financial condition and development plans do not change as a result of unforeseen events, (iv) there will continue to be a demand, and market opportunity, for the Company’s product offerings, (v) the Company will be able to establish, preserve and develop its brand, and (iv) the Company will be successful in attracting and retaining required personnel), although considered reasonable by management of the Company at the time of preparation, may prove to be imprecise and result in actual results differing materially from those anticipated, and as such, undue reliance should not be placed on forward-looking statements. The forward-looking statements included in this news release are made as of the date of this news release and the Company does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities laws. Forward-looking statements, forward-looking financial information and other metrics presented herein are not intended as guidance or projections for the periods referenced herein or any future periods, and in particular, past performance is not an indicator of future results and the results of the Company in this press release may not be indicative of, and are not an estimate, forecast or projection of the Company’s future results. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
Not for distribution to United States newswire services or for dissemination in the United States.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/59094
Tree of Knowledge International Corp. Provides Bi-Weekly Default Status Report
Toronto, Ontario–(Newsfile Corp. – July 2, 2020) – Tree of Knowledge International Corp. (CSE: TOKI) (the “Company” or “TOKI“) is providing a bi-weekly default status report (the “Default Status Report“) in accordance with National Policy 12-203 – Management Cease Trade Orders (“NP 12-203“) and further to the Company’s press release dated June 19, 2020.
On June 1, 2020, the Company announced (the “Default Announcement“) that, for the reasons disclosed in the Default Announcement, the filing of its audited annual financial statements, accompanying management discussion and analysis and related CEO and CFO certifications for the year ended December 31, 2019 (the “Annual Filings“) would not be completed by the prescribed filing deadline.
As a result of these delays and as further disclosed in the Company’s press releases, the Company proactively applied to its principal regulator, the Ontario Securities Commission (“OSC“), for a management cease trade order (“MCTO“), and the OSC granted the MCTO to the Company. The MCTO restricts all trading in securities of the Company, whether direct or indirect, by the Chief Executive Officer and the Chief Financial Officer of the Company until such time as the Annual Filings have been filed by the Company. The MCTO does not affect the ability of shareholders who are not insiders of the Company to trade their securities.
The Company’s board of directors and its management confirms that they are working expeditiously to meet the Company’s filing obligations and expect to file the Annual Filings on or about July 15, 2020.
As required by the alternative information guidelines specified by NP 12-203, the Company reports that since the Default Announcement and any subsequent press release disclosure there have not been any changes to the information set out in the Default Announcement that would reasonably be expected to be material to an investor nor any failure by the Company to fulfill its intentions as stated therein with respect to satisfying the provisions of the alternative information guidelines, and there are no additional defaults or anticipated defaults subsequent to the disclosure therein, other than the delay in filing the Annual Filings. Further, there is no additional material information concerning the affairs of the Company that has not been generally disclosed and there are no insolvency proceedings against the Company as of the date of this Default Status Report.
Until the Annual Filings have been filed, the Company intends to continue to satisfy the provisions of the alternative information guidelines set out in NP 12-203 by issuing bi-weekly default status reports in the form of further press releases, which will also be filed on SEDAR. To the extent applicable, the Company is scheduled to file its next default status report in two weeks from the date hereof.
For further information please visit: www.tokicorp.com
Or contact: Tree of Knowledge International Corp.
Ashley Villarruel, (647) 607-9044), firstname.lastname@example.org
About Tree of Knowledge
TOKI is a public company that delivers pathways to innovative, science-based health and wellness solutions. The Company is a leader in pain management, spanning from seed to patient. Built upon an extensive network of scientific and medical research, TOK is an advanced leader in the development, processing, and distribution of focused products and treatments for pain relief. Tree of Knowledge spans the globe with its multidisciplinary pain clinics, research partners, consumer CBD products, and education and advocacy programs – all working in harmony to bring health and wellness to the world, while creating value for shareholders and partners.
Forward Looking Statements
Except for statements of historical fact relating to the Company, certain information contained herein relating to the timing of the filing of financial statements constitutes forward-looking statements. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information. Forward-looking statements are based on the opinions and estimates of management 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 projected in the forward-looking statements. The forward-looking information contained in this news release is expressly qualified by this cautionary statement. Except as required by applicable securities laws, the Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.
NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATION SERVICES PROVIDER HAS REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/59090
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