Toronto, Ontario--(Newsfile Corp. - June 8, 2020) - PharmaDrug Inc. (CSE: BUZZ) (OTC: LMLLF) (the "Company" or "PharmaDrug") announced today that it has made an application to the Ontario Securities Commission to approve a temporary management cease trade order ("MCTO") under National Policy 12-203 - Management Cease Trade Orders ("NP 12-203"), which, if granted, will prohibit trading in securities of the Company by its Chief Executive Officer, Chief Financial Officer and certain other insiders of the Company, whether direct or indirect, so long as the 2019 Filings (as defined below) remain outstanding. The issuance of an MCTO would generally not affect the ability of persons who are not, or who have not been, directors, officers or other insiders of the Company to trade in the Company's securities.
As previously announced by the Company on April 24, 2020, due to COVID-19-related restrictions that have continued to delay the Company's 2019 Filings (as defined below), the Company is relying on temporary relief granted by various securities regulatory authorities in Canada in late March 2020, including Ontario Instrument 51-502 Temporary Exemption from Certain Corporate Finance Requirements, which provides temporary relief to reporting issuers from certain requirements of National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102"). On June 3, 2020, the Company announced that it will be able to meet the June 15, 2020 filing deadline (the "Filing Deadline") for its audited financial statements for the year ended December 31, 2019, the management's discussion and analysis and the related CEO and CFO certification relating to the 2019 financial statements (collectively, the "2019 Filings"). However, in discussion with its auditors and continued delays as a result of COVID-19, the Company has determined that it is no longer able to meet the Filing Deadline for the 2019 Filings. A significant portion of the Issuer's business is conducted in Germany. As a result of COVID-19, a majority of the Issuer's staff have been working from home, and travel between Toronto and Germany has been curtailed. As a result, there has been limited access to paper-based supporting evidence and the audit review process has been slowed.
Although the Company remains confident in its ability to complete the 2019 Filings, it requires an extension and has therefore applied for an MCTO. In particular, the Company is coordinating with its auditors to set up a realistic timetable with specific tasks to be completed on a daily basis. The Company anticipates that, subject to current conditions remaining the same, it will require approximately two additional weeks to complete the audit review process and in either event will use its best efforts to complete the process within the next two months.
The Company intends to satisfy the provisions of the alternative information guidelines set out in Sections 9 and 10 of NP 12-203 so long as the 2019 Filings and its filings for the period ended March 31, 2020 are outstanding
About PharmaDrug Inc.
PharmaDrug Inc. is building an internationally focused cannabis business focused on Europe. The Company owns 80% of Pharmadrug GmbH, a German medical cannabis distributor, with a Schedule I European Union narcotics license allowing for the importation and distribution of medical cannabis to pharmacies in Germany and throughout the EU.
For further information, please contact:
Daniel Cohen, CEO
Caution Regarding Forward-Looking Information:
THE CANADIAN SECURITIES EXCHANGE HAS NOT REVIEWED NOR DOES IT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
This news release may contain forward-looking statements and information based on current expectations. These statements should not be read as guarantees of future performance or results of the Company. Forward looking statements in this press release relate to completion of the 2019 Filings. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that such assumptions will prove to be correct. We assume no responsibility to update or revise them to reflect new events or circumstances. The Company's securities have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. Persons", as such term is defined in Regulations under the U.S. Securities Act, absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful. Additionally, there are known and unknown risk factors which could cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein, such as, but not limited to dependence on obtaining regulatory approvals; the ability to locate additional supply of medical cannabis, owning interests in companies or projects that are engaged in activities currently considered illegal under United States federal law; changes in laws; limited operating history, reliance on management, requirements for additional financing, competition, hindering market growth; regulatory and political change. All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.
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