News
VANCOUVER, BRITISH COLUMBIA March 11, 2021 Champignon Brands Inc. (the Company),(CSE: SHRM) (FWB: 496) (OTCQB: SHRMF), announced that as a result of a review by the British Columbia Securities Commission (the Commission), the Company has refiled its condensed interim consolidated financial statements and managements discussion & analysis (MD&A) for the three and six month periods ended March 31, 2020 (the Restated Financial Statements and MD&A). Restated Financial Statements For the three and six month periods ended March 31, 2020, the Company previously recognized intangible assets in connection with the acquisitions of Artisan Growers Ltd., Novo Formulations Ltd., and Tassili Life Sciences Corp. (the Acquisitions). Subsequent to the issuance of the Companys condensed interim consolidated financial statements for the period ended March 31, 2020 and for the period from incorporation on March 26, 2019 to March 31, 2019, management determined that the financial statements needed to be restated to correct for the accounting for the Acquisitions. The Company determined that the intangible assets did not meet the definition of intangible assets for the purposes of international financial reporting standards and as result will be recorded as transaction costs in the Companys statement of loss and comprehensive loss. The effect of the restatement did not affect the Companys cash position. As a result, the net loss and comprehensive loss for the restated three month period ended March 31, 2020 increased from $2,774,986 to $16,329,497 and for the six month period ended increased from $2,916,302 to $16,470,813, in each case increasing by $13,554,511. Consideration paid in excess of identifiable assets on the Acquisitions was restated to $13,517,014 from $nil for the three and six month periods ended March 31, 2020. The balance of Intangible Assets as at March 31, 2020 was restated to $111,929 from $11,860,462. Share Capital as at March 31, 2020 was restated to $17,373,727 from $15,603,227. In addition, it was determined that a shareholder and contracted consultant (the Consultant) of the Company was a related party with respect to the Acquisitions. As a result, the Company has disclosed the proceeds paid to the Consultant and the stock options issued to the Consultant as related party transactions in the Restated Financial Statements and MD&A. The Consultant was also a shareholder of each of the entities which were the subject of the Acquisitions and received shares of the Company as part of the consideration issued by the Company in respect of the Acquisitions. There are no ongoing contractual or other commitments with the Consultant resulting from the Acquisitions. On November 17, 2020 the Company terminated the consulting agreement with the Consultant. For details, see the Related Party Transactions section of the Restated March 31, 2020 MD&A filed under the Companys profile on the SEDAR website atwww.sedar.comor on the Companys website at www.champignonbrands.com. Complete details on the effect of the restatements are included in the notes to the Restated Financial Statements and in the MD&A. The Restated Financial Statements and MD&A supersede the previously filed financial statements and MD&A. Such previously filed financial statements and MD&A should be disregarded. The Restated Financial Statements and MD&A are available for review under the Companys profile on the SEDAR website at www.sedar.com or on the Companys website at www.champignonbrands.com. Interim Financial Statements The Company concurrently filed the condensed interim consolidated financial statements and related MD&As for the three months ended June 30, 2020 and for the six months ended September 30, 2020 (the Interim Financial Statements and MD&A). The Interim Financial Statements and MD&A reflect the acquisition of AltMed Capital Corp. (AltMed) on April 30, 2020 (the Transaction). The Transaction constituted a Reverse Takeover Transaction (RTO) of Champignon by AltMed. As a result, the fiscal year end of the Company for accounting and reporting purposes subsequent to April 30, 2020 will be AltMeds fiscal year end of March 31. CSE Listing Status/Cease Trade Orders The Company intends to complete a new Listing Statement with the Canadian Securities Exchange (CSE) to reflect the acquisition of AltMed and the RTO. In addition to the lifting of the existing cease trade orders issued by the Commission, the filing of the new Listing Statement will be required by the CSE prior to the Companys Common Shares being reinstated for trading on the CSE. The existing cease trade orders, issued on August 26, 2020 and October 27, 2020, effectively provide that the Company must file: a revised material change report reflecting the accounting treatment for the Altmed transactioninterim financial statements for the period ended June 30, 2020interim MD&A to June 30, 2020, andcertification of interim filings for the period ended June 30,2020. All of these filings have now been completed by the Company. The Companys new management team is cooperating fully and working diligently with the Commission and the CSE to ensure that the revocation of the existing cease trade orders against the Company and the filing of the new Listing Statement occur as soon as possible. However, there can be no assurance as to when (if ever) the existing cease trade orders will be lifted, the new Listing Statement completed, and trading reinstated on the CSE. Champignon Brands Inc. (https://champignonbrands.com) is a research-driven company specializing in breakthrough ketamine treatment for depression and other mental health conditions. The Company works closely with subsidiaries including AltMed Capital Corp. (AltMed). The Canadian Rapid Treatment Center of Excellence is wholly owned by AltMed. ON BEHALF OF THE BOARD Dr. Roger McIntyre Dr. Roger McIntyre Chairman & CEO