Securities Law & Instruments

Headnote

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 -- default 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 am., ss. 127, 144.

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED (the Act) AND IN THE MATTER OF EMBERCLEAR CORP.

ORDER (Section 144)

WHEREAS the securities of EmberClear Corp. (the Applicant) are subject to a temporary cease trade order made by the Director dated November 5, 2014 under paragraph 2 of subsection 127(1) and subsection 127(5) of the Ontario Securities Act (the Act) and a further cease trade order made by the Director on November 17, 2014 under paragraph 2 of subsection 127(1) of the Act (collectively, the Ontario Cease Trade Order), ordering that all trading in the securities of the Applicant cease until the Ontario Cease Trade Order is revoked 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 Ontario Securities Commission (the Commission) under section 144 of the Act for a revocation of the Cease Trade Order.

Representations

This order is based on the following facts represented by the Applicant:

1. The Applicant is a reporting issuer in the provinces of British Columbia, Alberta and Ontario.

2. The Applicant is not in default of any requirements under Ontario securities law.

3. The Applicant has filed all outstanding continuous disclosure documents that are required to be filed under Ontario securities law.

4. The Applicant has paid all outstanding activity, participation and late filing fees that are required to be paid.

5. The Applicant's SEDAR profile and SEDI issuer profile supplement are current and accurate.

6. The Applicant was also subject to a similar cease trade order issued by the Alberta Securities Commission dated October 30, 2014 as a result of the failure to make the filings described in the cease trade order, which order was revoked on January 9, 2015.

7. The Applicant was also subject to a similar cease trade order issued by the British Columbia Securities Commission dated November 5, 2014 as a result of the failure to make the filings described in the cease trade order, which order was revoked on January 12, 2015.

8. Upon the issuance of this revocation order, the Applicant will issue a news release announcing the revocation of the Cease Trade Order. The Applicant will concurrently file the news release and a material change report regarding the revocation of the 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 hereby revoked.

DATED at Toronto this 13th of January, 2015

"Shannon O'Hearn"
Manager, Corporate Finance