Creative Edge Nutrition Inc (FITX)

[Odis]

FAQ
WHY DOESN’T THE COMPANY SHOW THE INSIDE OF THE FACILITY?

Under the MMPR, it would be a violation of security.

DOES CEN BIOTECH INTEND TO SPIN-OFF AND UPLIST TO A HIGHER EXCHANGE?

CEN Biotech Inc. has given notice of its intent to spin-off CEN Biotech Inc. from Creative Edge Nutrition, Inc. It has hired a PCAOB auditor and is far into its audit. CEN Biotech intends to be a fully audited and fully reporting company.

CEN Biotech is planned to be spun-off from Creative Edge and subsequent plans to be a new publicly-traded company.

Announced in this press release.

WHY WAS THE PRE-LICENSE INSPECTION REPORT MADE PUBLIC?

A known shareholder to the company did a Freedom of Information Act request, and received from the Privacy Commissioner under the Authority from Health Canada, the full inspection report. So as to not allow this shareholder sensitive inside information, CEN Biotech, Inc. immediately released the inspection report per their legal obligations to the SEC.

The press release states clearly: “As CEN Biotech Inc. continues in its effort to be transparent, it releases its Health Canada Pre-License inspection report.” The report can be viewedHERE. - The press release can be found HERE.

To address your concern around our inspection report being released; that report was never provided to us after inspection by Health Canada. A shareholder filed a Freedom of Information Request with the Office of Privacy Commissioner to obtain that report. Once that report was released under the scrutiny of the Privacy Commissioner, in full, it was considered public domain; such as other media outlets rely on in their reporting of facts. We were confused as to why Health Canada refused to provide us with the report and we were apprised of the result of the inspection by a shareholder. Only at that time, was CEN Biotech sent a copy of what was intended to be released via FOIA. As a matter of fact, Bill Chaaban denied the request to release any of the information, but was advised by Ms. Vicky Straby that the report had to be released. Once that report was disseminated to one shareholder or individual outside the company, Securities law dictated the company, and Mr. Chaaban as its CEO, was legally responsible to immediately disseminate so as to NOT promote insider trading or an unequal opportunity via market trading. The report had to be disseminated so-as not to put him in a position of liability for providing insider information due to Health Canada’s actions. In fact, Health Canada released a press release in regards to releasing pharmaceutical inspections publicly in an attempt to transparency.

DID ANY OFFICERS OR EMPLOYEES OF CEN BIOTECH CLAIM TO HAVE SPECIAL ACCESS TO THE MINISTER OR EMPLOYEES AT HEALTH CANADA?

Roger Glasel personally replied to these allegations directly to the Ministers office as follows: “My involvement with the Minister's activities were peripheral and limited to her constituency office's efforts at citizen involvement, locally. This was in 2010, long before she was appointed to her current portfolio. If anything, I made CEN aware of that brief involvement in Minister Ambrose’s constituency office ahead of participating in the company, for the purposes of disclosure so CEN Biotech Inc. could vet any potential conflict.”

Not I, nor anyone in this company, ever represented that CEN Biotech Inc. had special access to the Minister or anyone at Health Canada. The rate and progression of our application would be evident proof of our claim.

WHY DID THE COMPANY USE A NOM DE PLUME FOR ROGER GLASEL?

Company officers and employees have received multiple death threats and threats of physical harm via email, telephone, and personal visits (some of which have been saved by the Company). Police reports have been made with the appropriate law enforcement agencies. Health Canada was appraised of these death threats via email on December 19, 2014. The email follows:

On December 19, 2014, we notified the Office of the Controlled Substances via email that “As the CEO of a public company, I am being personally harassed, threatened, slandered and defamed because of the time it has taken for our company to complete this process. I do not write to you seeking special treatment, I write requesting a timeline on when our license will be issued or most importantly the Issuance of our license.”.

Bill Chaaban and our company had received in excess of one dozen emails and numerous phone calls threatening bodily harm. Reports were made to the appropriate law enforcement departments. It is this very reason why a nom de plume was chosen to protect the life of our executive team and their families.

WHERE DID THE COMPANY GET TIMELINES FOR PRE-LICENSE INSPECTION?

CEN Biotech was given timelines for inspection via email from Health Canada. CEN Biotech was told by Health Canada officials via email that inspections would be conducted one to two weeks after a call for inspection. This was materially false as it took three months.

WHY WASN’T CEN BIOTECH ISSUED A CONDITIONAL LICENSE?

We felt, from our perspective, we did everything reasonable to ensure we addressed any concern, or requirement, even if those requirements were not required by other LP applicants. We feel that Health Canada, at any time, could have and should have, issued a conditional license pursuant to Section 25(k), since at least June of 2014, and gave CEN Biotech Inc. some indication on final steps, if any, were required.

DOES CEN BIOTECH HAVE THE PROPER ZONING?

On the issue of the Town of Lakeshore, we have been very prudent to ensure that Health Canada knew that their untimely decision to attempt to exempt our facility is of grave concern, especially when a “Ready to Build” letter was issued and all parties agreed there were no issues around zoning at time of construction and substantial investment.(Please see the Minutes of the Lakeshore 11/12/13 Town Council meeting on page 31-32 which documents that zoning was proper resulting in a “Ready to Build” letter.)

We were provided a letter confirming our position that our lands and buildings, with associated permits, et al was IN FACT in conforming use and legal in the aspects of the Chief Building Official, Morris Harding on October 8, 2014 and was also forwarded to the MMPR officials. Key points are the property was zoned properly and in accordance with the Town of Lakeshore Zoning By-Law Number 2-2012.

On February 24, 2015 in the Windsor Star, Steve Salmons, Director of Community Development was quoted as confirming precisely our argument, medical marijuana is a crop, and as such is to be on agricultural land. A move of a facility like ours to industrial will only endanger the quality of the plant, and the end quality to the patient. The article can be found HERE.

To quote Mr. Salmons, “...The property is zoned agricultural,” he said. “Everything they have done so far – even though it might be visually unappealing – is legal as a farming operation. Farms can put up fences or agricultural buildings like a pole barn.”

The land upon which the premises are located are zoned “Agricultural”:

Lakeshore Comprehensive Zoning By-Law s. 4(5)
October 8, 2014 correspondence from Morris Harding
November 12, 2013 memo from Administration (Salmons and Foran) to Lakeshore Town Council
“Processing” of medical marihuana is not an allowed activity under the MMPR, so no processing or “value added” may be done to the crop. It must be grown, harvested and sold
No Authorizations are necessary to grow harvest or sell a crop in an “Agricultural” zone. Site Plan Approval must be made if there is Value added, which includes “a use accessory to an agricultural use, used for the processing and refining of crops and produce....”

Lakeshore Comprehensive Zoning By-Law s. 4(6)
Lakeshore passed new By-Laws and Official Plan Amendments on November 25, 2014. The by-Laws and Official Plan Amendment have not been approved by the County. As the facilities have been built for the purpose of a Medical Marihuana Facility, the new by-laws cannot be applied retroactively. Please see the doctrine of legal nonconforming use.

Central Jewish Institute v. Toronto, [1948] 2 D.L.R. 1 (S.C.C.)
Saint-Romuald (City) v. Olivier, [2001] 2 SCR 898 (S.C.C.)
Confusion between Town of Lakeshore and Health Canada surround comments made by Bill Chaaban. Mr. Chaaban wrote to HC on October 8, 2014 indicating:

“As per your request, a letter dated today, October 8, 2014 whereby the Town of Lakeshore confirms, in writing, we are properly zoned with no issues reported by the Chief Building Official, Morris Harding, whom is the official recognized under the Municipal Act.
Mr. Foran, for the Town, wrote to HC on October 15, 2014:

“The advice provided to you in the October 8th correspondence from CEN Biotech Inc. to the effect that the property is appropriately zoned with no issues relating to the use of that property for medical marihuana production facilities is simply incorrect”
The Applicant submits that they provided accurate information to HC, based on the statements and letters of Town officials. Mr. Foran appears to have misquoted Mr. Chaaban’s words.

Reference correspondence from CEN dated October 19 & 29, 2014 and from Baksh to HC dated October 30, 31 and November 6, 2014.

It is the Applicant’s position that there is no issue as to proper zoning or authorizations to operate the business of a medical marihuana facility on the site.

HC letter - “These unresolved issues lead to concerns about appropriate municipal services being in place.”

The level of municipal services presently in place will be adequate to run the facility. There are no issues as to water, sewage or electrical consumption
CEN letter to HC dated November 18, 2014 with attachments.
DOES CEN BIOTECH HAVE THE PROPER MUNICIPAL SERVICES?

To quote the ‘Town Administrator, “...the property doesn’t have the water, hydro and sewage services that will be needed to support a facility which was touted to annually produce 600,000 kilograms of medical marijuana...”. However, we can honestly state on the record that our organization has been refused ANY further permits, pending Lakeshore counsel’s legal approval of every single permit since the time the amendment was passed in November, 2014 preventing our land use rights to develop the property properly to accommodate any further requirements of the municipality, or that of the facility. We submitted our business plan and third party engineering reports evidencing our proposed build-out to the 600,000kg capacity.

DID CEN BIOTECH RELY ON STATEMENTS MADE BY HEALTH CANADA OFFICIALS?

When relying on the Affidavits of Todd Cain, also of Health Canada, I depose the following facts extracted from his sworn and duly filed affidavits:

CEN Biotech relied on assurances and statements made by Health Canada employees. In particular, the timeline given regarding how soon an inspection to take place after it is called and the issuance of a license after the inspection has been conducted. CEN Executives utilized this timeline to raise funds to build and operate the facility.
Todd Cain stated in his affidavit dated Feb 7, 2014 that he “worked with the Licensing and Permits team to streamline the application process to make it accessible to potential applicants for production licenses” (emphasis added). It appears that this streamline process was not equally afforded or applied to all applicants in the process; especially not CEN Biotech.
In his affidavit, Todd Cain stated “one of the primary strategies has been to conduct an information campaign for production licenses under the MMPR. The goal of this campaign was to generate awareness among potential applicants for production licenses and businesses who could support them, about the legitimate business model created by the MMPR.” CEN has the ability to operate as a viable LP but was unfairly refused to do so by Health Canada.
In his affidavit, Todd Cain stated that Health Canada had created “streamlined processes for processing applications”. Upon information and belief, CEN relied on this statement and watched other LP’s as they progressed to full licensing. CEN was never afforded the opportunity to a streamlined process.
Todd Cain stated in his affidavit, a case management plan was created for triaging applications for production licenses, “this triage system was created to foster efficient and appropriate approval of qualified applicants and start-up of Licensed Producers. CEN was not afforded this opportunity.
Todd Cain stated in his affidavit that “a case management approach was also adopted, which involves appointment of case managers to work with applicants to complete the review process and to enhance timely processing of applications.” CEN was NEVER to its knowledge assigned a case manager.
Todd Cain stated in his affidavit, “Providing applicants with “Ready to Build” letters, upon the completion of the paper review process, upon request. These letters advise applicants that if they complete their site build as described in their application, if the site is verified by a pre-license inspection, and if security clearances are granted, the applicant’s license can be issued. This letter is intended to provide applicants with the documentation they may use to make necessary financial and other business-related arrangements”. CEN fulfilled all of its obligations and met the requirements as set out under the MMPR.
Todd Cain stated in his affidavit, Health Canada is “Providing a “phased licensing process”: If an applicant has completed the paper review and met the regulatory standards for cultivation of dried marihuana”. Health Canada has NEVER afforded the opportunity to CEN for a phased licensing process. CEN asked Health Canada months ago for a phased license and was denied without reason.
We, as an organization, can safely say we were never afforded the same opportunities as others in the MMPR program; clearly by our timeline of events alone.

WILL CREATIVE EDGE NUTRITION, INC. DO A REVERSE IN 2015?

There are no plans for a reverse.http://finance.yahoo.com/news/creative-edge-nutrition-inc-ceo-120000433.html
http://www.cenbiotechinc.com/PlatformApps/CEN/c1/faq.html