National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Order that the issuer is not a reporting issuer.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
IN THE MATTER OF
ART ADVANCED RESEARCH TECHNOLOGIES INC.
WHEREAS the securities of ART Advanced Research Technologies Inc. (the "Applicant") are subject to a cease trade order made by the Director dated November 26, 2009 under subsections 127(1) and 127(5) of the Act and as extended by a further cease trade order made by the Director dated December 8, 2009 under subsection 127(1) of the Act directing that trading in the securities of the Applicant cease unless revoked by a further order of revocation (the "Cease Trade Order");
AND WHEREAS the Applicant has applied to the Ontario Securities Commission (the "Commission") pursuant to section 144 of the Act (the "Application") for a full revocation of the Cease Trade Order;
AND WHEREAS the Applicant has represented to the Commission that:
1. The Applicant was incorporated under the Canada Business Corporations Act, R.S.C. (1985), c. C-44 (the "CBCA") on October 13, 2006. Its head office is located at 2300, Alfred Nobel Boulevard, Montréal, Québec, H4S 2A4.
2. The Applicant offers molecular imaging products for the medical and pharmaceutical sectors.
3. The Applicant's authorized share capital consists of an unlimited number of Class A Common Shares. Currently, the only shares issued and outstanding are 2,877,388 Class A Common Shares.
4. The Applicant is a reporting issuer in all provinces of Canada.
5. The Cease Trade Order was issued due to the default of the Applicant to file interim financial statements and interim management's discussion and analysis as prescribed by National Instrument 51-102 -- Continuous Disclosure Obligations for the period ended September 30, 2009 (together, the "Q3 Financials") within the prescribed deadline. No further financial statements or management's discussion and analysis have been filed by the Applicant since that time.
6. In addition to the Cease Trade Order, the Applicant is subject to the following cease trade orders, each of which was issued due to the failure of the Applicant to file its Q3 Financials:
(a) order issued by the British Columbia Securities Commission on November 20, 2009;
(b) order issued by the Manitoba Securities Commission on November 26, 2009; and
(c) order issued by the Autorité des marchés financiers on December 4, 2009.
7. The Applicant is not in default of any requirements of the Cease Trade Order or the Act or the rules and regulations made pursuant thereto, subject to the deficiencies that led to the issuance of the Cease Trade Order.
8. The Applicant's common shares were delisted from the Toronto Stock Exchange at the close of business on December 11, 2009
9. No securities of ART are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.
10. On December 11, 2009, Dorsky Worldwide Corp. acquired all of the Applicant's issued and outstanding common shares pursuant to a reorganization under Section 191 of the Canada Business Corporations Act (Canada).
11. As a result, Dorsky Worldwide Corp. has been since December 11, 2009 the sole securityholder of the Applicant. Thus, the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total in Canada.
12. The Applicant has no intention currently to seek financing by way of a private or public placement in a jurisdiction of Canada.
13. The Applicant has filed applications pursuant to Policy Statement 11-203 Respecting Process for Exemptive Relief Applications in Multiple Jurisdictions to cease to be a reporting issuer in all jurisdictions in which it is currently a reporting issuer, except British Columbia.
14. With respect to British Columbia, the Applicant applied to voluntarily surrender its status as a reporting issuer under British Columbia Instrument 11-502 - Voluntary Surrender of Reporting Issuer Status on February 9, 2010. As a result of such application, the Applicant ceased to be a reporting issuer in British Columbia effective February 19, 2010.
15. Upon the Applicant being deemed to have ceased to be a reporting issuer under the securities legislation of all provinces, the Applicant will no longer be a reporting issuer in any jurisdiction in Canada.
AND UPON considering the Application and the recommendation of the staff of the Commission;
AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;
IT IS ORDERED, pursuant to section 144 of the Act, that the Cease Trade Order is fully revoked as of the date on which the Applicant ceases to be a reporting issuer under the Act.
DATED March 31, 2010.