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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/24/18 C21 Investments Inc. 40FR12G 82:19M Newsfile Corp/FA |
Document/Exhibit Description Pages Size
1: 40FR12G Registration of Securities of a Canadian Issuer -- HTML 88K
SEA'34 §12(g)
2: EX-99.1 Miscellaneous Exhibit -- exhibit99-1 HTML 156K
11: EX-99.10 Miscellaneous Exhibit -- exhibit99-10 HTML 25K
12: EX-99.11 Miscellaneous Exhibit -- exhibit99-11 HTML 25K
13: EX-99.12 Miscellaneous Exhibit -- exhibit99-12 HTML 22K
14: EX-99.13 Miscellaneous Exhibit -- exhibit99-13 HTML 29K
15: EX-99.14 Miscellaneous Exhibit -- exhibit99-14 HTML 20K
16: EX-99.15 Miscellaneous Exhibit -- exhibit99-15 HTML 24K
17: EX-99.16 Miscellaneous Exhibit -- exhibit99-16 HTML 32K
18: EX-99.17 Miscellaneous Exhibit -- exhibit99-17 HTML 99K
19: EX-99.18 Miscellaneous Exhibit -- exhibit99-18 HTML 85K
20: EX-99.19 Miscellaneous Exhibit -- exhibit99-19 HTML 24K
3: EX-99.2 Miscellaneous Exhibit -- exhibit99-2 HTML 104K
21: EX-99.20 Miscellaneous Exhibit -- exhibit99-20 HTML 24K
22: EX-99.21 Miscellaneous Exhibit -- exhibit99-21 HTML 36K
23: EX-99.22 Miscellaneous Exhibit -- exhibit99-22 HTML 23K
24: EX-99.23 Miscellaneous Exhibit -- exhibit99-23 HTML 24K
25: EX-99.24 Miscellaneous Exhibit -- exhibit99-24 HTML 114K
26: EX-99.25 Miscellaneous Exhibit -- exhibit99-25 HTML 86K
27: EX-99.26 Miscellaneous Exhibit -- exhibit99-26 HTML 24K
28: EX-99.27 Miscellaneous Exhibit -- exhibit99-27 HTML 24K
29: EX-99.28 Miscellaneous Exhibit -- exhibit99-28 HTML 27K
30: EX-99.29 Miscellaneous Exhibit -- exhibit99-29 HTML 26K
4: EX-99.3 Miscellaneous Exhibit -- exhibit99-3 HTML 25K
31: EX-99.30 Miscellaneous Exhibit -- exhibit99-30 HTML 22K
32: EX-99.31 Miscellaneous Exhibit -- exhibit99-31 HTML 117K
33: EX-99.32 Miscellaneous Exhibit -- exhibit99-32 HTML 88K
34: EX-99.33 Miscellaneous Exhibit -- exhibit99-33 HTML 24K
35: EX-99.34 Miscellaneous Exhibit -- exhibit99-34 HTML 24K
36: EX-99.35 Miscellaneous Exhibit -- exhibit99-35 HTML 18K
37: EX-99.36 Miscellaneous Exhibit -- exhibit99-36 HTML 27K
38: EX-99.37 Miscellaneous Exhibit -- exhibit99-37 HTML 23K
39: EX-99.38 Miscellaneous Exhibit -- exhibit99-38 HTML 104K
40: EX-99.39 Miscellaneous Exhibit -- exhibit99-39 HTML 18K
5: EX-99.4 Miscellaneous Exhibit -- exhibit99-4 HTML 25K
41: EX-99.40 Miscellaneous Exhibit -- exhibit99-40 HTML 28K
42: EX-99.41 Miscellaneous Exhibit -- exhibit99-41 HTML 71K
43: EX-99.42 Miscellaneous Exhibit -- exhibit99-42 HTML 18K
44: EX-99.43 Miscellaneous Exhibit -- exhibit99-43 HTML 29K
45: EX-99.44 Miscellaneous Exhibit -- exhibit99-44 HTML 22K
46: EX-99.45 Miscellaneous Exhibit -- exhibit99-45 HTML 22K
47: EX-99.46 Miscellaneous Exhibit -- exhibit99-46 HTML 22K
48: EX-99.47 Miscellaneous Exhibit -- exhibit99-47 HTML 29K
49: EX-99.48 Miscellaneous Exhibit -- exhibit99-48 HTML 40K
50: EX-99.49 Miscellaneous Exhibit -- exhibit99-49 HTML 20K
6: EX-99.5 Miscellaneous Exhibit -- exhibit99-5 HTML 25K
51: EX-99.50 Miscellaneous Exhibit -- exhibit99-50 HTML 22K
52: EX-99.51 Miscellaneous Exhibit -- exhibit99-51 HTML 923K
53: EX-99.52 Miscellaneous Exhibit -- exhibit99-52 HTML 32K
54: EX-99.53 Miscellaneous Exhibit -- exhibit99-53 HTML 29K
55: EX-99.54 Miscellaneous Exhibit -- exhibit99-54 HTML 28K
56: EX-99.55 Miscellaneous Exhibit -- exhibit99-55 HTML 20K
57: EX-99.56 Miscellaneous Exhibit -- exhibit99-56 HTML 22K
58: EX-99.57 Miscellaneous Exhibit -- exhibit99-57 HTML 161K
59: EX-99.58 Miscellaneous Exhibit -- exhibit99-58 HTML 109K
60: EX-99.59 Miscellaneous Exhibit -- exhibit99-59 HTML 24K
7: EX-99.6 Miscellaneous Exhibit -- exhibit99-6 HTML 28K
61: EX-99.60 Miscellaneous Exhibit -- exhibit99-60 HTML 25K
62: EX-99.61 Miscellaneous Exhibit -- exhibit99-61 HTML 39K
63: EX-99.62 Miscellaneous Exhibit -- exhibit99-62 HTML 22K
64: EX-99.63 Miscellaneous Exhibit -- exhibit99-63 HTML 31K
65: EX-99.64 Miscellaneous Exhibit -- exhibit99-64 HTML 21K
66: EX-99.65 Miscellaneous Exhibit -- exhibit99-65 HTML 110K
67: EX-99.66 Miscellaneous Exhibit -- exhibit99-66 HTML 21K
68: EX-99.67 Miscellaneous Exhibit -- exhibit99-67 HTML 24K
69: EX-99.68 Miscellaneous Exhibit -- exhibit99-68 HTML 110K
70: EX-99.69 Miscellaneous Exhibit -- exhibit99-69 HTML 21K
8: EX-99.7 Miscellaneous Exhibit -- exhibit99-7 HTML 158K
71: EX-99.70 Miscellaneous Exhibit -- exhibit99-70 HTML 24K
72: EX-99.71 Miscellaneous Exhibit -- exhibit99-71 HTML 24K
73: EX-99.72 Miscellaneous Exhibit -- exhibit99-72 HTML 31K
74: EX-99.73 Miscellaneous Exhibit -- exhibit99-73 HTML 28K
75: EX-99.74 Miscellaneous Exhibit -- exhibit99-74 HTML 55K
76: EX-99.75 Miscellaneous Exhibit -- exhibit99-75 HTML 28K
77: EX-99.76 Miscellaneous Exhibit -- exhibit99-76 HTML 83K
78: EX-99.77 Miscellaneous Exhibit -- exhibit99-77 HTML 22K
79: EX-99.78 Miscellaneous Exhibit -- exhibit99-78 HTML 22K
80: EX-99.79 Miscellaneous Exhibit -- exhibit99-79 HTML 29K
9: EX-99.8 Miscellaneous Exhibit -- exhibit99-8 HTML 18K
81: EX-99.80 Miscellaneous Exhibit -- exhibit99-80 HTML 21K
82: EX-99.81 Miscellaneous Exhibit -- exhibit99-81 HTML 21K
10: EX-99.9 Miscellaneous Exhibit -- exhibit99-9 HTML 78K
| C21 Investments Inc. - Form 40-F - Filed by newsfilecorp.com |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 40-F
[X] Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
or
[ ] Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended __________________
Commission File Number __________________
C21 INVESTMENTS INC.
(Exact name of Registrant as specified in its charter)
| British Columbia | 2833 | N/A |
| (Province or other jurisdiction of | (Primary Standard Industrial Classification | (I.R.S. Employer |
| incorporation or organization) | Code Number) | Identification Number) |
595 Howe Street, Suite 303
Vancouver, British
Columbia V6C 2T5
Canada
(604) 336-8613
(Address and telephone number of Registrant’s principal executive
offices)
CT Corporation System
1015
15th Street N.W., Suite 1000
Washington, DC
20005
(202) 572-3100
(Name, address (including zip
code) and telephone number (including
area code) of agent for service in the
United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered |
| Common Shares, no par value | N/A |
Securities registered pursuant to Section 12(g) of the Act: None.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this Form:
| [ ] Annual information form | [ ] Audited annual financial statements |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: N/A
Indicate by check mark whether the Registrant by filing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934 (the “Exchange Act”). If “Yes” is marked, indicate the file number assigned
to the Registrant in connection with such Rule.
[ ]
Yes [X] No
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. [ ] Yes [X] No
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company [X]
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. [ ]
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
EXPLANATORY NOTE
C21 Investments Inc. (the “Company”, the “Registrant”) is a Canadian issuer eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.
On or about December 7, 2016, the Company (formerly known as Curlew Lake Resources, Inc. (SEC File No. 000-31216)) entered into an Offer of Settlement with the Division of Enforcement of the United States Securities and Exchange Commission (“SEC”) arising out of the Company’s failure to file its periodic reports pursuant to the Exchange Act. The Company consented to the entry of an administrative order under Section 12(j) of the Exchange Act. This resulted in a revocation of the registration of all classes of the Company’s securities registered pursuant to Section 12 of the Exchange Act, and restricted any member of a national securities exchange, broker, or dealer in the United States, from effecting transactions in the Company’s common shares in the United States. The Company is filing this Form 40-F registration statement with the SEC to re-register its class of common shares under Section 12(g) of the Exchange Act.
FORWARD LOOKING STATEMENTS
The Exhibits incorporated by reference into this Registration Statement of the Registrant contain forward-looking statements that reflect our management’s expectations with respect to future events, our financial performance and business prospects. All statements other than statements of historical fact are forward-looking statements. The use of the words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intends”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “would”, and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated or implied in such forward-looking statements, including, without limitation, those described in the Company’s Management Discussion and Analysis for the year ended January 31, 2018 filed as Exhibit 99.2 to this Registration Statement. No assurance can be given that these expectations will prove to be correct and such forward-looking statements in the Exhibits incorporated by reference into this Registration Statement should not be unduly relied upon. The Registrant’s forward-looking statements contained in the Exhibits incorporated by reference into this Registration Statement are made as of the respective dates set forth in such Exhibits. Such forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made. In preparing this Registration Statement, the Registrant has not updated such forward-looking statements to reflect any change in circumstances or in management’s beliefs, expectations or opinions that may have occurred prior to the date hereof. Nor does the Registrant assume any obligation to update such forward-looking statements in the future. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES
The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its financial statements, which are filed with this report on Form 40-F in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and the audit is subject to Canadian auditing and auditor independence standards.
PRINCIPAL DOCUMENTS
In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.1 through 99.80, inclusive, as set forth in the Exhibit Index attached hereto.
2
In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed the written consent of certain experts named in the foregoing Exhibits as Exhibit 99.80, as set forth in the Exhibit Index attached hereto.
TAX MATTERS
Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this Registration Statement on Form 40-F.
DESCRIPTION OF COMMON SHARES
The required disclosure is included under the heading “Description of the Issuer’s Securities” in the Registrant’s CSE Form 2A Listing Statement, dated June 14, 2018, attached hereto as Exhibit 99.51.
OFF-BALANCE SHEET ARRANGEMENTS
The Registrant has no off-balance sheet arrangements.
CURRENCY
Unless otherwise indicated, all dollar amounts in this Registration Statement on Form 40-F are in Canadian dollars. The exchange rate of Canadian dollars into United States dollars, on January 31, 2018, based upon the daily exchange rate as quoted by the Bank of Canada was U.S.$1.00 = Cdn.$1.2293 and U.S.$1.00 = Cdn.$ 1.3016 on August 22, 2018.
CONTRACTUAL OBLIGATIONS
The following table lists, as of January 31, 2018, information with respect to the Registrant’s known contractual obligations:
| Less than | 1-3 | 3-5 | More than | ||||||||||||
| 1 year | years | years | 5 years | Total | |||||||||||
| Contractual Obligations2 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||
| Long-Term Debt Obligations | — | — | — | — | — | ||||||||||
| Capital (Finance) Lease Obligations | — | — | — | — | — | ||||||||||
| Operating Lease Obligations | — | — | — | — | — | ||||||||||
| Purchase Obligations | — | — | — | — | — | ||||||||||
| Other Long-Term Liabilities Reflected on the Company’s | |||||||||||||||
| Balance Sheet under the GAAP of the primary financial statements1 | — | 70,300 | — | — | 70,300 | ||||||||||
| $ | — | $ | 70,300 | $ | — | $ | — | $ | 70,300 |
| 1 |
Provisions for reclamation obligation: The Company has recorded a decommissioning provision in connection with estimated reclamation costs on a previously written off property. The obligation is recognized based on the estimated future reclamation costs. The Company had two wells in Alberta which were determined to be uneconomic and costs have been incurred to plug these wells. Reclamation and remediation work is still required to bring the site back to its natural state. | |
| 2 |
Obligations pursuant to the purchase of Eco Firma Farms, as fully described in the Material Change Report dated July 30, 2018. |
3
UNDERTAKING
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form 40-F or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
The Registrant has concurrently filed a Form F-X in connection with the class of securities to which this Registration Statement relates.
Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| C21 INVESTMENTS INC. | ||
| By: | /s/ Michael Kidd | |
| Name: Michael Kidd | ||
| Name: Chief Financial Officer |
Date: August 24, 2018
4
The following documents are being filed with the Commission as Exhibits to this Registration Statement:
5
6
7
| This ‘40FR12G’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/24/18 | F-X | ||
| 8/22/18 | ||||
| 7/30/18 | ||||
| 6/14/18 | ||||
| 1/31/18 | ||||
| 12/7/16 | ||||
| 4/5/12 | ||||
| List all Filings | ||||