**
 

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

 

**FORM 20-F**

 

 

 
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**REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934**

**OR**

 
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**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2019**

**OR**

 
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**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from __________________ to ____________________**

**OR**

 
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**SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**Date of event requiring this shell company report                        **

**Commission file number: 000-56075**

 

 

 

**4FrontVentures Corp.**

**(Exact name of Registrant as specified in its charter)**

 

 

**British Columbia**

**(Jurisdiction of incorporation or organization)**

**5060 N. 40th Street**

**Suite 120**

**Phoenix,Arizona 85018**

**(Address of principal executive offices)**

**Nicolle Dorsey**

**Telephone: (602) 633-3067**

**Facsimile: N/A**

**4FrontVentures Corp.**

**5060 N. 40th Street**

**Suite 120**

**Phoenix,Arizona 85018**

**(Name, Telephone, E-Mail and/or Facsimile number and Address of Company ContactPerson)**

 

 

**Securities registered or to be registered pursuant to Section 12(b) of the Act: None**

**Securities registered or to be registered pursuant to Section 12(g) of the Act:**

 

**Title of each class**
**Class A Subordinate Voting Shares, no par value**
**Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None**

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of theperiod covered by the annual report: 126,001,492 Class A Subordinate Voting Shares 

Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒ 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ☐    No  ☒ 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.    Yes  ☒    No  ☐ 

Indicate by check mark whether theregistrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit and post such files).    Yes  ☐    No  ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

 

Large accelerated filer
 
☐
  Accelerated filer 
☐
 
Non-accelerated filer
 
☐
     
Emerging growth company
 
☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck 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 StandardsBoard to its Accounting Standards Codification after April 5, 2012. 

Indicate by check mark which basis of accounting the registranthas used to prepare the financial statements included in this filing: 

 

U.S. GAAP  ☐
         International Financial Reporting Standards as issued     Other  ☐         by the International Accounting Standards Board 
☒
    
If “Other” has been checked in response to previous question, indicate by check mark which financialstatement item the registrant has elected to follow.  Item 17  ☐  Item 18  ☐ 

If thisis an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct).    Yes  ☐    No  ☒ 

 

 

 
**

**RELIANCE ON SEC ORDER GRANTING CONDITIONAL EXEMPTIONS DUE TO**

**CIRCUMSTANCES RELATED TO COVID-19**

In accordance with an order issued by the Securities and Exchange Commission (the “SEC”) on March 25, 2020 underSection 36 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act;” such order, the “Release No. 34-88465”), we submitted a current report on Form 6-K on April 30, 2020 stating that we are relying on the Release No. 34-88465 to extend the due date for the filing of this annual report on Form 20-F until June 15, 2020. On June 16, 2020, we filed a Form 12b-25 since we are not unable, without unreasonable effort or expense, to file this annual report onForm 20-F by June 15, 2020. 

The registrant’s operations and business have experienceddisruption due to the unprecedented conditions surrounding the COVID-19 pandemic spreading throughout the United States and the world. The states of Washington and Arizona, where the registrant’soperations are based, are experiencing strict work from home mandates due to the coronavirus outbreak. The registrant has been following the recommendations of both the state and federal governments to minimize exposure risk all parties involved inthe business, and, as a result, the Form 20-F was not able to be completed by the original filing deadline, due to insufficient time to facilitate the internal and external review process. 

**ANNUAL INFORMATION FORM, AUDITED ANNUAL CONSOLIDATED FINANCIAL**

**STATEMENTS AND MANAGEMENT’S DISCUSSION AND ANALYSIS**

**Annual Information Form**

TheRegistrant’s Annual Information Form for the fiscal year ended December 31, 2019 is attached as Exhibit 99.1 to this Annual Report on Form 20-F and is incorporated herein by reference. 

**Audited Annual Consolidated Financial Statements**

The Registrant’s audited annual consolidated financial statements for the fiscal year ended December 31, 2019, 2018 and 2017including the reports of the independent registered public accounting firm with respect thereto, are attached as Exhibits 99.2 and 99.3 to this Annual Report on Form 20-F and are incorporated herein byreference. The Company’s consolidated financial statements are stated in United States dollars (USD $) and are prepared in accordance with the International Financial Reporting Standards as issued By the International Accounting StandardsBoard. 

**Management’s Discussion and Analysis**

The Registrant’s Management’s Discussion and Analysis for the fiscal year ended December 31, 2019 and 2018, and for fiscal yearsended December 31, 2018 and 2017 are attached as Exhibits 99.4 and 99.5 to this Annual Report on Form 20-F and is incorporated herein by reference. 

**Additional Information**

An AdditionalInformation document is attached as Exhibit 99.6 to this Annual Report on Form 20-F and is incorporated herein by reference. 

**Cross Reference to Form 20-F**

 

Item No.
  
Description
  
Exhibit
  
Pages or Section(s)

**Part I**

Item 1
  
Identity of Directors, Senior Management and Advisors
  
N/A
  
N/A

Item 2
  
Offer Statistics and Expected Timetable
  
N/A
  
N/A

Item 3
  
Key Information
      
A. Selected Financial Data
  
99.2

99.6
  
Pages 6-8
  
B. Capitalization and Indebtedness
  
N/A
  
N/A
  
C. Reasons for the offer and use of proceeds
  
N/A
  
N/A
  
D. Risk Factors
  
99.1
  
Sections 4.6 & 4.7

Item 4
  
Information on the Company
      
A. History and development of the company
  
99.1
  
Sections 2.1 & 3
  
B. Business overview
  
99.1
  
Sections 4.1-4.5,4.7

  
C. Organizational structure
  
99.1
  
Section 2.2
  
D. Property, plant and equipment
  
99.6
  
Item 4A
  
Unresolved Staff Comments
  
N/A
  
N/A

Item 5
  
Operating and Financial Review and Prospects
      
A. Operating results
  
99.4
  
9-10
  
B. Liquidity and capital resources
  
99.4
  
Page 12
  
C. Research and development, patents and licenses, etc.
  
99.1
  
Section 4.4
  
D. Trend information
  
99.1
  
Sections 4.1-4.7
  
E.  Off balance sheet arrangements
  
99.4
  
Page 12
  
F.  Tabular disclosure of contractual obligations
  
99.2
  
Notes 15, 16 and 23(b)
  
G. Safe harbor
  
99.1
  
Section 1.3

Item 6
  
Directors, Senior Management and Employees
    
A. Directors and Senior Management
  
99.1
  
Sections 9.1 & 17.1
  
B. Compensation
  
99.1
  
Section 17.1
  
C. Board Practices
  
99.1
  
Section 16
  
D. Employees
  
99.1
  
Sections 4.1-4.5
  
E.  Share Ownership
  
99.1

99.6
  
Sections 9.1 & 17.1

Item 7
  
Major Shareholders and Related Party Transactions
      
A. Major shareholders
  
99.6
    
B. Related party transactions
  
99.2

99.3

99.4

99.5
  
Note 13

Note16

Page 13

Page6
  
C. Interests of experts and counsel
  
N/A
  
N/A

Item 8
  
Financial Information
      
A. Consolidated statements and other financial information
  
99.2 and 99.3
    
B. Significant changes
  
99.2
  
Note 29

Item 9
  
The Offer and Listing
      
A. Offer and listing details
  
99.1
  
Section 7
  
B. Plan of distribution
  
N/A
  
N/A
  
C. Markets
  
99.1
  
Section 7
  
D. Selling shareholders
  
N/A
  
N/A
  
E.  Dilution
  
N/A
  
N/A
  
F.  Expenses of the issue
  
N/A
  
N/A

      
Item 10
  
Additional Information
      
A. Share capital
  
N/A
    
B. Memorandum and articles of association
  
1.1, 1.2, 99.6
    
C. Material contracts
  
99.1
  
Section 14
  
D. Exchange controls
  
99.6
  
N/A
  
E.  Taxation
  
99.6
    
F.  Dividends and paying agents
  
N/A
  
N/A
  
G. Statement by experts
  
N/A
  
N/A
  
H. Documents on display
  
99.1
  
Section 2.1
  
I.   Subsidiary information
  
99.1
  
Section 2.1

Item 11
  Quantitative and Qualitative Disclosures About Market Risk  
99.6
  
Item 12
  Description of Securities Other than Equity Securities  
99.2

99.4
  
Note 16

Pages 19-20

**Part II**

Item 13
  Defaults, Dividends Arrearages and Delinquencies  
N/A
  
N/A

Item 14
  Material Modifications to Rights of Security Holders and Use of Proceeds  
N/A
  
N/A

Item 15
  Controls and Procedures  
99.6
  
Item 16
  [Reserved]    
Item 16A.
  Audit committee financial expert  
99.6
  
Item 16B.
  Code of Ethics  
11.1
  
Item 16C.
  Principal Accountant Fees and Services  
99.1
  
Section 16

Item 16D.
  Exemptions from the Listing Standards for Audit Committees  
None.
  
Item 16E.
  Purchases of Equity Securities by the Issuer and Affiliated Purchasers  
None.
  
Item 16F.
  Change in Registrant’s Certifying Accountant  
99.6
  
Item 16G.
  Corporate Governance  
N/A
  
Item 16H.
  Mine Safety Disclosure  
N/A
  
N/A

**Part III**

Item 17
  Financial Statements  
99.2, 99.3
  
Item 18
  Financial Statements  
99.2, 99.3
  
Item 19
  
Exhibits
  
Exhibit Index
  

**SIGNATURE**

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and thatit has duly caused and authorized the undersigned to sign this annual report on its behalf. 

 

/s/ Leonid Gontmakher

Leonid Gontmakher

Chief Executive Officer

Date: June 30, 2020 

**Item 19. Exhibits**

 
Exhibit