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 – defaults subsequently remedied by bringing continuous disclosure filings up-to-date – cease trade order revoked.

Statutes Cited

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
INTERACTIVE CAPITAL PARTNERS CORPORATION

ORDER
(Section 144)

                WHEREAS the securities of Interactive Capital Partners Corporation (the “Applicant”) are subject to a cease trade order made by the Director dated May 18, 2012 (the “Cease Trade Order”) under paragraph 2 of subsection 127(1) and subsection 127(5) of the Securities Act (Ontario) (the “Act”) directing that trading in the securities of the Applicant cease until the Cease Trade Order is revoked by the Director;

                AND WHEREAS the 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 Cease Trade Order;

                AND WHEREAS the Applicant has applied to the Ontario Securities Commission (the “Commission”) for an order pursuant to section 144 of the Act to revoke the Cease Trade Order;

                AND UPON the Applicant having represented to the Commission that:

1.             The Applicant was formed on April 30, 2008 under the Business Corporations Act (Ontario).

2.             The Applicant’s head office is located at 855 Brant Street, Burlington, Ontario L7R 2J6.

3.             The Applicant is a reporting issuer under the securities legislation (the “Legislation”) of the provinces of British Columbia, Alberta and Ontario (the “Reporting Jurisdictions”), and is not a reporting issuer in any other jurisdiction.

4.             The Applicant’s authorized share capital consists of an unlimited number of common shares (the “Common Shares”). As of the date hereof there are 6,000,000 common shares issued and outstanding.

5.             The Applicant also has a debenture outstanding in the principal amount of $50,000 bearing interest at 10% per annum (the “Debenture”). The Debenture matures on November 27, 2016 and is extendible at the option of the Applicant upon payment of a $5,000 extension fee.

6.             The Applicant’s common shares were listed on the TSX Venture Exchange (“TSXV”) on February 20, 2009 and was moved to the NEX board of the TSXV on May 26, 2011 and subsequently delisted by the NEX on January 30, 2014. The Applicant’s common shares are not listed on any exchange or market in Canada or elsewhere.

7.             The Cease Trade Order was issued as a result of the Applicant’s failure to file its audited annual financial statements and related management discussion and analysis (“MD&A”) for the year ended December 31, 2011 within the prescribed timeframe as required under National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”).

8.             The Applicant subsequently failed to file other continuous disclosure documents with the Commission within the prescribed timeframe in accordance with the requirements of Ontario securities law, including the following:

(a)           all audited annual financial statements, together with the corresponding MD&As, as required under NI 51-102 and certificates as required under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”) for the years ended December 31, 2012, December 31, 2013 and December 31, 2014;

(b)           all unaudited interim financial statements, together with the corresponding MD&As, required to be filed under NI 51-102 and certificates as required under NI 52-109 for all periods since December 31, 2011.

9.             The Applicant is also subject to cease trade orders issued by the British Columbia Securities Commission (“BCSC”) dated May 9, 2012 and the Alberta Securities Commission (“ASC”) dated August 17, 2012 for failure to file its audited annual financial statements and related MD&A for the year ended December 31, 2011. The Applicant has concurrently applied for a revocation of these cease trade orders.

10.          Since the issuance of the Cease Trade Order, the Applicant has filed, among other things, the following continuous disclosure documents with the Reporting Jurisdictions:

(a)           audited annual financial statements, MD&A and NI 52-109 certificates for the year ended December 31, 2011;

(b)           audited annual financial statements, MD&A and NI 52-109 certificates for the year ended December 31, 2012;

(c)           audited annual financial statements, MD&A and NI 52-109 certificates for the year ended December 31, 2013;

(d)           audited annual financial statements, MD&A and NI 52-109 certificates for the year ended December 31, 2014;

11.          The Applicant has not filed condensed unaudited financial statements, related MD&A, and NI 52-109 certificates for the interim periods ending: March 31, 2012, June 30, 2012, September 30, 2012, March 31, 2013, June 30, 2013, September 30, 2013, March 31, 2014, June 30, 2014, and September 30, 2014 (the “Outstanding Filings”).

12.          The level of financial activity by the Applicant during 2012, 2013 and 2014 was low and consisted mostly of TSXV filing costs, transfer agent costs and professional fees all of which were fully disclosed in the audited annual financial statements for the years ended December 31, 2012, 2013 and 2014.

13.          The Applicant has paid all outstanding filing fees, participation fees and late filing fees required to be paid to the Commission and has filed all forms associated with such payments.

14.          Except for the failure to file the Outstanding Filings, the Applicant (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 other than as set out in representation 15, below.

15.          In November 2015 the Applicant issued the Debenture to an arm’s length Ontario accredited investor in the principal amount of $50,000 in contravention of the Cease Trade Order. The Applicant used the funds to pay for regulatory penalties and the legal and audit costs associated with bringing the Applicant’s continuous disclosure up to date.

16.          Since the issuance of the Cease Trade Order, there have been no material changes in the business, operations or affairs of the Applicant.

17.          As of the date hereof, the Applicant’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR and the System for Electronic Disclosure by Insiders (SEDI) are up-to-date.

18.          The Applicant is not considering nor is it involved in any discussions related to, a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.

19.          The Applicant has given the Commission a written undertaking (the “Undertaking”) that:

(a)           The Applicant will hold an annual meeting of shareholders within three months after the date on which the Cease Trade Order is revoked; and

(b)           The Applicant will not complete:

i.              A restructuring transaction involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada,

ii.             A reverse takeover with a reverse takeover acquirer that has a direct or indirect, existing or proposed, material underlying business which is not located in Canada, or

iii.            A significant acquisition involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada,

unless

A.            The Applicant files a preliminary prospectus and a final prospectus with the Commission and obtains receipts for the preliminary and final prospectus from the Director under the Act,

B.            The Applicant files or delivers with the preliminary prospectus and the final prospectus the documents required by Part 9 of National Instrument 41-101 General Prospectus Requirements (“NI 41-101”) including a completed personal information form and authorization in the form set out in Appendix A of NI 41-101 for each current and incoming director, executive officer and promoter of the Applicant, and

C.            The preliminary prospectus and final prospectus contain the information required by applicable securities legislation, including the information required for a probable restructuring transaction, reverse takeover or significant acquisition (as applicable).

20.          Upon the issuance of this revocation order, the Applicant will issue a news release announcing the revocation of the Cease Trade Order and outlining the future plans of the Applicant. The Applicant will concurrently file the press release and a material change report on SEDAR.

                AND UPON considering the Application and the recommendation of the staff of the Commission;

                AND UPON the Director being satisfied 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, the Cease Trade Order is revoked.

                DATED this 4th day of April, 2016.

“Sonny Randhawa”
Manager, Corporate Finance