Securities Law & Instruments

Headnote

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.

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 PRIMARIA CAPITAL (CANADA) LTD.

ORDER (SECTION 144 OF THE ACT)

WHEREAS the securities of Primaria Capital (Canada) Ltd. (the "Applicant") are subject to a cease trade order dated June 30, 2014 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 all trading in the securities of the Applicant, whether direct or indirect, 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 Commission pursuant to section 144 of the Act to revoke the Ontario Cease Trade Order;

AND UPON the Applicant having represented to the Commission as follows:

1. The Applicant is a British Columbia incorporated company. The Applicant's registered office is located at 85 Richmond Street West, Suite 702, Toronto, Ontario M5H 3K6.

2. As at the date hereof, the authorized capital of the Applicant consists of an unlimited number of common shares (the "Common Shares") of which 48,838,667 are issued and outstanding. Other than the Common Shares, the Applicant has no securities (including debt securities) issued and outstanding.

3. The Applicant is a reporting issuer in the provinces of Alberta, British Columbia, and Ontario. The Applicant is not a reporting issuer or the equivalent in any other jurisdiction in Canada.

4. The Applicant's Common Shares are currently listed on the Canadian Securities Exchange (the "Exchange"). Effective December 18, 2013, trading in the Common Shares on the Exchange was halted pursuant to CNSX Policy 3 for failing to file monthly activity reports and paying associated filing fees.

5. The Ontario Cease Trade Order was issued as a result of the Applicant's failure to file, in accordance with the requirements of securities law, interim financial statements and the related management's discussion and analysis for the period ended March 31, 2014 and certification of the foregoing filings as required by National Instrument 52-109, Certification of Disclosures in Issuers' Annual and Interim Filings, (collectively, the "2014 Interim Statements").

6. In addition to the Ontario Cease Trade Order, the Applicant is subject to the following cease trade orders:

a) an order issued by the Alberta Securities Commission on August 7, 2014 for failure to file the 2014 Interim Statements;

b) an order issued by the British Columbia Securities Commission on March 10, 2014 for failure to file interim financial statements and the related management's discussion and analysis for the period ended December 31, 2013 and certification of the foregoing filings as required by National Instrument 52-109, Certification of Disclosures in Issuers' Annual and Interim Filings,

(collectively, the "Other Cease Trade Orders").

7. The Applicant has concurrently applied for revocations of the Other Cease Trade Orders.

8. The Applicant has filed all outstanding continuous disclosure documents that are required to be filed under securities law. Specifically, the Applicant has filed the following documents on SEDAR:

a) Amended management discussion and analysis for the three-month period ended December 31, 2013 and re-filed CEO and CFO certificates;

c) Interim financial statements for the six-month period ended March 31, 2014 together with the related management discussion and analysis, and CEO and CFO certificates;

d) Interim financial statements for the nine-month period ended June 30, 2014 together with the related management discussion and analysis, and CEO and CFO certificates;

9. 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 the existence of the Ontario Cease Trade Order.

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. The Applicant intends to hold an annual meeting of shareholders within 90 days of the revocation of the Ontario Cease Trade Order.

13. The Applicant has given the Commission a written undertaking that it will not complete a restructuring transaction or significant acquisition involving, or complete a reverse take-over with a reverse takeover acquirer that has, directly or indirectly, a material underlying business which is not located in Canada without providing the Commission with notice of such transaction by filing and obtaining a receipt for a prospectus.

14. Upon the issuance of this revocation 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 on SEDAR regarding the revocation of the Ontario Cease Trade Order.

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 18th day of December, 2014.

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