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 POSEIDON CONCEPTS CORP.
ORDER (Section 144(1) of the Act)
WHEREAS the securities of Poseidon Concepts Corp. (the "Issuer") are subject to a temporary cease trade order issued by the Director on February 26, 2013 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 March 11, 2013 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 the Commission varied the Cease Trade Order on March 19, 2013, January 21, 2014 and July 22, 2014;
AND WHEREAS a cease trade order with respect to the Issuer's securities was also issued by the Alberta Securities Commission on February 14, 2013, the British Columbia Securities Commission on February 18, 2013 and L'Autorité des marchés financiers on March 6, 2013;
AND WHEREAS the Issuer's securities are not listed on and do not trade on any exchange in Canada;
AND WHEREAS the Issuer's securities trade on the OTC Pink Marketplace;
AND WHEREAS a shareholder of the Issuer has 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 Poseidon Concepts Corp., who is not, and was not from 2011 onward, an insider or control person of Poseidon Concepts Corp., may sell securities of Poseidon Concepts Corp. acquired before February 26, 2013, 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 2nd day of September, 2015.