Securities Law & Instruments

Headnote

Section 144(1) -- Application to vary a cease trade order -- cease trade order varied to permit beneficial shareholders, who are not insiders or control persons, to sell securities outside of Canada, subject to conditions.

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, c. S.5, AS AMENDED (THE "ACT") AND IN THE MATTER OF SONOMAX TECHNOLOGIES INC.

ORDER (Section 144(1) of the Act)

WHEREAS the securities of Sonomax Technologies Inc. (the "Issuer") are subject to a temporary cease trade order issued by the Director on July 10, 2014 pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, as extended by a further cease trade order issued by the Director on July 22, 2014 pursuant to paragraph 2 of subsection 127(1) of the Act (the "Cease Trade Order"), directing that all trading in securities of the Issuer, whether direct or indirect, cease until further order by the Director;

AND WHEREAS a cease trade order with respect to the Issuer's securities was also issued by the Alberta Securities Commission on October 10, 2014, the Autorité des marchés financiers on July 23, 2014 and the British Columbia Securities Commission on July 8, 2014;

AND WHEREAS the Issuer's securities are not listed on and do not trade on any exchange in Canada;

AND WHEREAS as of April 22, 2015, the Issuer's securities trade on the OTC Pink Marketplace;

AND WHEREAS certain shareholders of the Issuer have made an application to the Commission pursuant to section 144(1) of the Act to vary the Cease Trade Order;

AND UPON the Director being satisfied that:

a) the terms and conditions to the Cease Trade Order put Ontario resident shareholders of the Issuer at a disadvantage to certain shareholders who are free to trade their shares on the OTC Pink Marketplace; and

b) it is not prejudicial to the public interest to vary the Cease Trade Order under section 144(1) of the Act;

IT IS ORDERED that, pursuant to section 144(1) of the Act, the Cease Trade Order be varied by including the following section:

Despite this order, a beneficial shareholder of Sonomax Technologies Inc., who is not, and was not at the date of this order, an insider or control person of Sonomax Technologies Inc., may sell securities of Sonomax Technologies Inc. acquired before July 10, 2014, if:

1. the sale is made through a market outside of Canada; and

2. the sale is made through an investment dealer registered in Ontario.

DATED this 28th day of April, 2015.

"Kathryn Daniels"
Deputy Director, Corporate Finance Branch
Ontario Securities Commission