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
IN THE MATTER OF
METRON CAPITAL CORP.
WHEREAS the securities of Metron Capital Corp. (the Applicant) are subject to a temporary cease trade order dated October 18, 2013 issued by the Director of the Ontario Securities Commission (the Commission) pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, as extended by a further cease trade order dated October 30, 2013 issued by the Director, pursuant to paragraph 2 of subsection 127(1) of the Act (collectively, 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;
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 under section 144 of the Act to revoke the Ontario Cease Trade Order;
AND UPON the Applicant having represented to the Commission that:
1. The Applicant was formed on March 4, 2008 under the British Columbia Business Corporations Act under the name Great Banks Ventures Ltd. On September 22, 2008, the Applicant changed its name to Metron Capital Corp.
2. The Applicant's head office is located at Suite 262, 505-8840 210th Street, Langley, British Columbia, V1M 2Y2.
3. The Applicant is a reporting issuer under the securities legislation of the provinces of British Columbia, Alberta and Ontario (the Reporting Jurisdictions) and is not a reporting issuer in any other jurisdiction. The Applicant’s principal regulator is the British Columbia Securities Commission (BCSC).
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 16,250,000 Common Shares issued and outstanding. The Applicant has 10,000,000 common share purchase warrants exercisable at a price of $0.02 per common share until August 26, 2017.
5. The Applicant has no other securities, including debt securities, issued and outstanding.
6. The Applicant is also subject to cease trade orders issued by the British Columbia Securities Commission dated October 10, 2013 (the BC Cease Trade Order) and the Alberta Securities Commission dated January 10, 2014 (the AB Cease Trade Order) (together with the Ontario Cease Trade Order, the Cease Trade Orders). The Applicant has concurrently applied for revocation of the BC Cease Trade Order and the AB Cease Trade Order.
7. The Applicant was a “capital pool company”, as defined in the policies of the TSX Venture Exchange (TSXV), whose common shares were listed on the TSXV until its listing was transferred to NEX on May 3, 2013 for failure to complete a qualifying transaction within the prescribed time. On April 10, 2015, the Applicant’s common shares were delisted from NEX. The Applicant’s common shares are not listed on any exchange or market in Canada or elsewhere.
8. The Ontario Cease Trade Order was issued as a result of the Applicant's failure to file within the prescribed timeframe its audited annual financial statements for the financial year ended May 31, 2013, related management discussion and analysis (MD&A) as required under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), and certification of the foregoing financial statements and MD&A as required under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109).
9. The Applicant subsequently failed to file the following continuous disclosure documents with the Commission within the prescribed timeframe in accordance with the requirements of securities law:
a. audited annual financial statements, related MD&A and NI 52-109 certificates for the financial years ended May 31, 2014 and May 31, 2015;
b. interim financial statements, related MD&A and NI 52-109 certificates for the 3-month periods ending August 31, 2013, August 31, 2014 and August 31, 2015;
c. interim financial statements, related MD&A and NI 52-109 certificates for the 6-month periods ending November 30, 2013, November 30, 2014 and November 30, 2015; and
d. interim financial statements, related MD&A and NI 52-109 certificates for the 9-month periods ending February 28, 2014, February 28, 2015 and February 28, 2016.
10. Since the issuance of the Cease Trade Orders, the Applicant has filed the following continuous disclosure documents with the Reporting Jurisdictions:
a. On June 21, 2016, audited annual financial statements, related MD&A and NI 52-109 certificates for the financial years ended May 31, 2013, May 31, 2014 and May 31, 2015;
b. On August 8, 2016, audited annual financial statements, related MD&A and NI 52-109 certificates for the financial year ended May 31, 2016; and
11. On October 24, 2016, the Applicant filed amended audited annual financial statements, and related NI 52-109 certificates, for the financial years ended May 31, 2014, May 31, 2015, and May 31, 2016 to include reference to the comparative financial period in the auditor’s report of each of the amended annual financial statements, as required under Companion Policy 51-102CP Continuous Disclosure Obligations.
12. On October 28, 2016 the Applicant filed interim financial statements, related MD&A and NI 52-109 certificates for the 3-month period ended August 31, 2016.
13. The Applicant has paid all outstanding filing fees, participation fees and late filing fees that are required to be paid to the Commission and has filed all forms associated with such payments.
14. 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 Ontario Cease Trade Order; and (iii) is not in default of any requirements under the Act or the rules and regulations made pursuant thereto.
15. Since the issuance of the Cease Trade Orders, there have not been any material changes in the business, operations or affairs of the Applicant that have not been disclosed to the public.
16. As of the date hereof, the Applicant's profiles on the System for Electronic document Analysis and Retrieval (SEDAR) and the System for Electronic Disclosure by Insiders (SEDI) are current and accurate.
17. 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.
18. The Applicant intends to hold an annual meeting of shareholders within three months of the date on which the Ontario Cease Trade Order is revoked.
19. 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 regarding the revocation of the Ontario Cease Trade Order on SEDAR.
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 this 31st day of October, 2016.
Manager, Corporate Finance
Ontario Securities Commission