Cease Trade Order Issued by Ontario Securities Commission

CannTrust Holdings Inc. (“CannTrust” or the “Company”, TSX: TRST,NYSE: CTST) announced that, after the close of markets on April 13, 2020, the Company received a cease trade order (the “Cease Trade Order”) issued by the Ontario Securities Commission (the “OSC”) as a result of  CannTrust’s failure to file the following periodic disclosure required by Ontario securities legislation:

  • The Company’s audited annual financial statements for the year ended December 31, 2019;

  • Management’s Discussion and Analysis relating to the Company’s audited annual financial statements for the year ended December 31, 2019;

  • The Company’s Annual Information Form for the year ended December 31, 2019;

  • Interim Financial Statements of the Company for the periods ended June 30 and September 30, 2019;

  • Management’s Discussion and Analysis relating to the Company’s interim financial statements for the periods ended June 30 and September 30, 2019;

  • Certification of the foregoing filings by the Company as required by National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings.

The Cease Trade Order, among other things;

  • Revokes the management cease trade order issued by the OSC on August 15, 2019 in respect to certain directors and officers of CannTrust, which prohibited those directors and officers from trading in the Company’s securities until after the Company cured its disclosure defaults;

  • Prohibits any person or company from trading, directly or indirectly, in any security of the Company in the Province of Ontario, and in every other province or territory of Canada in which CannTrust is a reporting issuer and in which Multilateral Instrument 11-103 – Failure-to-File Cease Trade Orders in Multiple Jurisdictions applies, except for:

    • Any sale of CannTrust securities by any person who is not an insider or control person of the Company, provided such sale is effected through a registered Canadian investment dealer on a “foreign organized regulated market”, as defined in section 1.1 of the Universal Market Integrity Rules of the Investment Industry Regulatory Organization of Canada; and

    • The exercise by the holder of any “specified put contract” (as defined in the Cease Trade Order) that existed prior to the date of the Cease Trade Order, and the sale of the underlying CannTrust shares (and the corresponding purchase of shares by the writer of the specified put contract) under the terms of such specified put contract, provided that such holder is not an insider or control person of the Company and the put contract was issued and will be cleared by the Canadian Derivatives Clearing Corporation.

As previously announced when CannTrust obtained its initial order under the Companies’ Creditors Arrangement Act (Canada) (“CCAA”), the Company has determined that it does not currently intend to devote additional time or money towards curing its public disclosure defaults by completing and resuming the filing of required reports under Canadian and United States securities laws. Upon completion of its CCAA process, and depending on the circumstances prevailing at that time, the Company may determine to resume devoting additional time and money towards curing its public disclosure defaults by completing and resuming the filing of required reports under Canadian and United States securities laws. However, there can be no assurance at this time that the Company will do so.

Holders of CannTrust securities are urged to consult with their own investment advisors or legal counsel about the implications of the Cease Trade Order.

A copy of the Cease Trade Order has been posted on the website of the Canadian Securities Administrators at cto-iov.csa-acvm.ca and will be posted on the Company’s website.

Forward-Looking Statements

This press release contains “forward-looking information” within the meaning of Canadian Securities laws and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable United States safe harbor laws, and such statements are based upon CannTrust’s current internal expectations, estimates, projections, assumptions and beliefs and views of future events. Forward-looking information and forward-looking statements can be identified by the use of forward-looking terminology such as “believes”, “expect”, “likely”, “may”, “will”, “should”, “intend”, “anticipate”, “potential”, “proposed”, “estimate” and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions “may”, “would” or “will” happen, or by discussions of strategy.

The forward-looking information and statements in this news release include statements relating to the corrective actions being taken by the Company, and Health Canada’s pending determinations. Forward-looking information and statements necessarily involve known and unknown risks, including, without limitation: actions taken in respect of the Company’s products by its customers and regulators; results of Health Canada’s investigation, including orders and compliance measures required by Health Canada and their impact on the operations, inventory, assets and financial condition of the Company; the Company’s implementation of remediation plans and related actions; regulatory approval; the outcome of the Company’s contingent liabilities; the impact of potential regulatory investigations; the Company’s review of strategic alternatives; risks associated with general economic conditions; adverse industry events; loss of markets; future legislative and regulatory developments in Canada, the United States and elsewhere; the cannabis industry in Canada generally; and, the ability of CannTrust to implement its business strategies.

Any forward-looking information and statements speak only as of the date on which they are made, and, except as required by law, CannTrust does not undertake any obligation to update or revise any forward-looking information or statements, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for CannTrust to predict all such factors. When considering these forward-looking information and statements, readers should keep in mind the risk factors and other cautionary statements in CannTrust’s Annual Information Form dated March 28, 2019 (the “AIF”) and filed with the applicable Canadian securities regulatory authorities on SEDAR at www.sedar.com and filed as an exhibit CannTrust’s Form 40-F annual report under the United States Securities Exchange Act of 1934, as amended, with the United States Securities and Exchange Commission on EDGAR at www.sec.gov (the “March 2019 Form 40-F”). The risk factors and other factors noted in the AIF could cause actual events or results to differ materially from those described in any forward-looking information or statements. Readers are also reminded that CannTrust remains in default of its periodic disclosure requirements under applicable securities laws and stock exchange requirements, that its most recent AIF, Form 40-F and other disclosures do not reflect all risk factors that currently face the Company, and that the Company has not completed or filed the restatements of the financial statements included in the AIF or the March 2019 Form 40-F or otherwise filed an amendment to such Form 40-F, and that the Company has determined not to correct its prior filings or make any further filings in respect of periodic disclosure requirements under applicable securities laws and stock exchange requirements.

None of the OSC, TSX or NYSE accepts any responsibility for the adequacy or accuracy of this release.

SOURCE CannTrust Holdings Inc.

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