Application by an issuer for a full revocation of a cease trade order issued by the Commission -- cease trade order issued because the issuer had failed to file certain continuous disclosure materials required by Ontario securities law -- defaults subsequently remedied by bringing continuous disclosure filings up-to-date -- cease trade order revoked.
Securities Act , R.S.O. 1990, c. S.5, as am., ss. 127, 144.
IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED (THE "ACT") AND IN THE MATTER OF TRANZEO WIRELESS TECHNOLOGIES INC.
ORDER (SECTION 144)
WHEREAS the securities of Tranzeo Wireless Technologies Inc. (the "Applicant") are subject to a cease trade order dated May 24, 2013 issued by the Director of the Ontario Securities Commission (the "Commission") pursuant to paragraph 2 of subsection 127(1) of the Act (the "Ontario Cease Trade Order") directing that trading in securities of the Applicant cease, whether direct or indirect, until further order by the Director;
AND WHEREAS the Ontario Cease Trade Order was made on the basis that the Applicant was in default of certain filing requirements under Ontario securities law as described in the Ontario Cease Trade Order;
AND WHEREAS the Applicant has applied to the Commission pursuant to section 144 of the Act for a revocation of the Ontario Cease Trade Order;
AND UPON the Applicant having represented to the Commission that:
1. The Applicant is a corporation organized under theCanada Business Corporations Act. The Applicant's head office address is located at 19473 Fraser Way, Pitt Meadows, British Columbia, V3Y 2V4.
2. The Applicant is a reporting issuer under the securities legislation of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland (the "Reporting Jurisdictions"). The British Columbia Securities Commission is the principal regulator of the Applicant. The Applicant is not a reporting issuer in any other jurisdiction in Canada.
3. The common shares of the Applicant are listed and posted for trading on the NEX board of the TSX Venture Exchange under the symbol TZT.H, with trading on the common shares of the Applicant currently suspended.
4. The Ontario Cease Trade Order was issued as a result of the Applicant's failure to file its audited annual financial statements, the related management's discussion and analysis (MD&A) and certification of annual filings as required by National Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109") for the year ended December 31, 2012 (the "2012 Annual Filings").
5. As a result of the failure to make the filings described in the Ontario Cease Trade Order the Applicant was also subject to similar cease trade orders issued by the British Columbia Securities Commission (the "BCSC") on May 8, 2013 (the "BC Cease Trade Order"), the Autorité des Marchés Financiers (the "AMF") on May 28, 2013 (the "AMF Cease Trade Order") and the Alberta Securities Commission (the "ASC") on August 7, 2013 (the "ASC Cease Trade Order"). The BC Cease Trade Order, the AMF Cease Trade Order and the ASC Cease Trade Order were revoked on May 30, 2014.
6. Since the issuance of the Ontario Cease Trade Order, the Applicant has filed the following continuous disclosure documents with the Reporting Jurisdictions:
a. The 2012 Annual Filings;
b. the unaudited interim financial statements, MD&A and NI 52-109 certificates of the Applicant for the periods ended March 31, 2013, June 30, 2013, September 30, 2013 and March 31, 2014; and
c. audited annual financial statements, MD&A and NI 52-109 certificates of the Applicant for the year ended December 31, 2013.
7. As of the date hereof, the Applicant (i) is up-to-date with all of its continuous disclosure obligations; (ii) is not in default of any of its obligations under the Ontario Cease Trade Order; and (iii) is not in default of any requirements under the Act or the rules and regulations made pursuant thereto, other than as set out in representation 8 below.
8. On March 6, 2014 the Applicant entered into a definitive business combination agreement with Charlotte Resources Ltd. ("Charlotte") pursuant to which Charlotte will acquire all of the issued and outstanding shares of the Applicant through a statutory plan of arrangement. The Applicant subsequently held a shareholders' meeting on May 20, 2014, where it sought and obtained shareholder approval for the business combination. The Applicant's actions in entering into a definitive agreement and holding a shareholders' meeting to approve the business combination may have contravened the terms of the Ontario Cease Trade Order.
9. The Applicant has filed all outstanding continuous disclosure documents that are required to be filed in the Reporting Jurisdictions.
10. The Applicant has paid all outstanding activity, participation and late filing fees that are required to be paid.
11. The Applicant's SEDAR profile and SEDI issuer profile supplement are current and accurate.
12. Upon revocation of the Ontario Cease Trade Order, the Applicant will issue a news release announcing the revocation of the Ontario Cease Trade Order. The Applicant will concurrently file the news release and a material change report regarding the revocation of the Ontario Cease Trade Order on SEDAR.
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON the Director being satisfied that it would not be prejudicial to the public interest to revoke the Ontario Cease Trade Order;
IT IS ORDERED pursuant to section 144 of the Act that the Ontario Cease Trade Order is revoked.
DATED at Toronto, Ontario on this 2nd day of June, 2014.