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.

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 SCEPTRE VENTURES INC.

ORDER (Section 144)

WHEREAS the securities of Sceptre Ventures Inc. (the "Applicant") are subject to a cease trade order dated January 7, 2016 issued by the Director of the Ontario Securities Commission (the "Commission"), pursuant to paragraph 2 of subsection 127(1) and subsection 127(4.1) of the Act (the "Ontario Cease Trade Order"), ordering 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 for a full revocation of the Ontario Cease Trade Order (the "Application") pursuant to section 144 of the Act;

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

1. The Applicant was incorporated under the Business Corporations Act (British Columbia) on February 1, 2008.

2. The head office of the Applicant is located at #1501-128 West Pender Street, Vancouver, BC, V6B 1R8.

3. The Applicant is a reporting issuer in the provinces of Ontario, Alberta and British Columbia and is not a reporting issuer or equivalent under the securities legislation of any other jurisdiction in Canada. The Applicant's principal regulator is the British Columbia Securities Commission ("BCSC").

4. The authorized capital of the Applicant consists of an unlimited number of common shares without par value ("Common Shares"). As of July 25, 2016, the Applicant has 11,795,765 Common Shares issued and outstanding. Other than the Common Shares the Applicant has no other securities, including debt securities, outstanding.

5. The Applicant was originally a Capital Pool Company as defined in Exchange policy 2.4 of the TSX Venture Exchange and listed on the TSX Venture Exchange on April 16, 2010. The Applicant did not complete its Qualifying Transaction by April 16, 2012, in accordance with the Exchange Policies and its shares were transferred to the NEX Exchange of the TSX Venture Exchange.

6. The Ontario Cease Trade Order was issued as a result of the Applicant's failure to file the following continuous disclosure materials as required by Ontario securities law:

a) audited annual financial statements for the year ended June 30, 2015;

b) management's discussion and analysis relating to the audited annual financial statements for the year ended June 30 2015;

c) interim financial statements for the three-month period ended September 30, 2015;

d) management's discussion and analysis relating to the interim financial statements for the three-month period ended September 30, 2015; and

e) certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109")

(collectively, the "Required Filings")

7. Subsequent to the issuance of the Ontario Cease Trade Order, the Applicant also failed to file with the Commission, within the timeframe stipulated by the applicable legislation, its interim financial statements for the periods ended December 31, 2015 and March 31, 2016, the management's discussion and analysis relating to the interim financial statements for the periods ended December 31, 2015 and March 31, 2016, as well as the certification of the foregoing filings as required by NI 52-109 (collectively, the "Interim Filings").

8. The Applicant is also subject to a cease trade order dated January 4, 2016 issued by the BCSC (the "B.C. Cease Trade Order").

9. On June 27, 2016, the Applicant filed on the System for Electronic Document Analysis and Retrieval ("SEDAR") the Required Filings and the Interim Filings.

10. On July 18, 2016 the Applicant also filed on SEDAR its audited annual financial statements for the year ended June 30, 2016, the management's discussion and analysis relating to the audited annual financial statements for the year ended June 30, 2016, as well as the certification of the foregoing filings as required by NI 52-109.

11. The Applicant has concurrently applied to the BCSC for a full revocation of the B.C. Cease Trade Order.

12. The Applicant has paid all outstanding participation fees, filing fees and late fees owing to the Commission, the BCSC and the Alberta Securities Commission.

13. The Applicant's SEDAR and SEDI profiles are up to date.

14. Other than the Ontario Cease Trade Order and the B.C. Cease Trade Order, the Applicant is not in default of its continuous disclosure obligations under Ontario, Alberta or British Columbia securities laws.

15. In connection with the Application the Applicant has given the Commission a written undertaking (the "Undertaking") to the following effects:

a) that the Applicant will hold an annual meeting of shareholders within three months of the date on which the Ontario Cease Trade Order is revoked; and, ?

b) that 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 take-over with a reverse take-over acquirer that has 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,

(i) the Applicant files a preliminary prospectus and a final prospectus with the Ontario Securities Commission and obtains receipts for the preliminary prospectus and the final prospectus from the Director under the Securities Act (Ontario),

(ii) 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

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

16. Upon the issuance of this revocation order, the Applicant will issue a news release and file a material change report on SEDAR to announce the revocation of the Ontario Cease Trade Order, which news release will also disclose a description of the aforementioned Undertaking.

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, Ontario on this 12th day of August, 2016.

"Winnie Sanjoto"
Manager, Corporate Finance
Ontario Securities Commission