Application by an issuer for a 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.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as amended, ss. 127 and 144.
August 28, 2014
IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED (the Act) AND IN THE MATTER OF DMD DIGITAL HEALTH CONNECTIONS GROUP INC. (the Issuer)
ORDER (Section 144)
WHEREAS the securities of the Issuer are subject to a cease trade order issued by the Ontario Securities Commission (the Commission) on July 20, 2012 (the Cease Trade Order) under section 127 of the Act ordering that the trading in the securities of the Issuer cease until the Cease Trade Order is revoked;
AND WHEREAS the Cease Trade Order was made on the basis that the Issuer was in default of certain filing requirements under Ontario securities law as described in the Cease Trade Order and outlined below;
AND WHEREAS the Issuer has applied to the Commission in compliance with National Policy 12-202 Revocation of a Compliance-Related Cease Trade Order (the Application) for an order pursuant to section 144 of the Act revoking the Cease Trade Order;
AND UPON the Issuer having represented to the Commission that:
1. The Issuer is a Canadian corporation existing under the Canadian Business Corporations Act (CBCA) on April 1, 2005 under the name 6369898 Canada Inc. On May 10, 2005 the Issuer modified its articles and changed its name to Zermatt Capital Inc. On December 8, 2006 the Issuer modified its articles and changed its name to Aptilon Corporation. On June 20, 2014 the Issuer modified its articles and changed its name to DMD Digital Health Connections Group Inc. / Groupe DMD Connexions Santé numériques Inc. The head office of the Issuer is located in the province of Quebec.
2. The Issuer's authorized capital consists of an unlimited number of Class A Common Shares that are voting and participating and an unlimited number of Class B Preferred Shares that are non-voting, issuable in series B to H, having such attributes as the Board of Directors may determine. 193,078,780 Class A Common Shares are issued and outstanding and no Class B Preferred Shares are issued and outstanding.
3. The Issuer is a reporting issuer in Ontario, Quebec, British Columbia, Alberta and Manitoba (the Reporting Jurisdictions) and is not a reporting issuer in any other jurisdiction.
4. The Issuer's common shares are listed on the TSX Venture Exchange (TSXV) under the symbol DMG but are currently suspended from trading. The Issuer is only listed on the TSXV at this time and is not listed on any other exchange, marketplace or facility.
5. The Commission made the decision ordering that trading cease in respect of the securities of the Issuer because the Issuer failed to file its audited annual financial statements and the related management's discussion and analysis (MD&A) for the year ended December 31, 2011, the interim financial statements and the related MD&A for the three-month period ended March 31, 2012 and the certification of the foregoing as required by National Instrument 52-109 Certification of Disclosure in Issuer's Annual and Interim Filings (NI 52-109 Certificates).
6. The Issuer is also currently subject to an order similar to the Cease Trade Order in each of the Reporting Jurisdictions other than Ontario as a result of its failure to file its annual and interim financial statements, MD&A and NI 52-109 Certificates and has concurrently applied for a revocation of the cease trade orders in each of the Reporting Jurisdictions.
7. Since the issuance of the Cease Trade Order, the Issuer has filed on the System for Electronic Document Analysis and Retrieval (SEDAR) the following continuous disclosure documents with the Reporting Jurisdictions:
a. the audited annual financial statements, MD&A and NI 52-109 Certificates of the Issuer for the years ended December 31, 2011, December 31, 2012 and December 31, 2013; and
b. the comparative interim unaudited financial statements, MD&A and NI 52-109 Certificates of the Issuer for the periods ended March 31, 2012, June 30, 2012, September 30, 2012, March 31, 2013, June 30, 2013, September 30, 2013, March 30, 2014 and June 30, 2014;
8. The Issuer has paid all outstanding activity, participation and late filing fees required to be paid to the Commission and has filed all forms associated with such payments.
9. The Issuer's SEDAR profile and SEDI issuer profile supplement are current and accurate.
10. The Issuer is in compliance with the annual meeting requirements and held its most recent annual meeting of shareholders on June 27, 2014.
11. The Issuer (i) is up-to-date with all of its other continuous disclosure obligations; (ii) is not in default of any of its obligations under the Cease Trade Order; and (iii) is not in default of any requirements under the Act or the rules and regulations made pursuant thereto.
12. Upon the issuance of this revocation order, the Issuer will issue a news release and file a material change report on SEDAR to announce the revocation of the Cease Trade Order and to outline the Issuer's future plans.
AND UPON considering the Application and the recommendation of the staff of the Commission;
AND UPON considering that it would not be prejudicial to the public interest to revoke the Cease Trade Order;
IT IS ORDERED pursuant to section 144 of the Act that the Cease Trade Order is revoked.
DATED this 28th day of August, 2014.