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, CHAPTER S.5, AS AMENDED (the Act) AND IN THE MATTER OF CANADIAN IMPERIAL VENTURE CORP.
ORDER (Section 144)
WHEREAS the securities of Canadian Imperial Venture Corp. (the Applicant) are subject to a temporary cease trade order dated August 12, 2015 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 August 24, 2015 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, shall cease until further order 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 for a full revocation of the Ontario Cease Trade Order;
AND UPON the Applicant having represented to the Commission that:
1. The Applicant was incorporated on September 4, 1986 pursuant to the Company Act (British Columbia) under the name American Girl Resources Inc. The Applicant changed its name to T.K.O. Resources Inc. on March 28, 1991; and subsequently changed its name to Canadian Imperial Venture Corp. on June 1, 1999. On November 29, 2011, the Applicant amalgamated with each of 0926357 B.C. Ltd. and 0926362 B.C. Ltd., whereby Canadian Imperial Venture Corp. was the surviving amalgamated company.
2. The Applicant's head office is located at Suite 205, 233 Duckworth Street, St. John's, Newfoundland A1C 1G8.
3. The Applicant is a reporting issuer under the securities legislation of the provinces of British Columbia, Alberta and Ontario and is not a reporting issuer or the equivalent in any other jurisdiction in Canada. The Applicant's principal regulator is the British Columbia Securities Commission (BCSC).
4. The Applicant has 62,596,238 common shares issued and outstanding; which are listed for trading on the NEX board of the TSX Venture Exchange, but which have been suspended from trading since May 15, 2015.
5. The Applicant is not in default of the Ontario Cease Trade Order.
6. The Ontario Cease Trade Order was issued as a result of the Applicant's failure to file, within the timeframe stipulated by the applicable legislation, its interim financial statements, as well as the corresponding management's discussion and analysis (MD&A) and certifications of such interim filings as required by National Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109) for the six-month period ended May 31, 2015 (collectively, the Required Filings).
7. The Applicant failed to file the Required Filings due to the Applicant having insufficient funds to pay for the completion of such documents.
8. Subsequent to the issuance of the Ontario Cease Trade Order, the Applicant also failed to file the following continuous disclosure documents within the timeframe stipulated by the applicable securities legislation:
a) interim financial statements for the nine-month period ended August 31, 2015;
b) audited annual financial statements for the year ended November 30, 2015;
c) interim financial statements for the three-month period ended February 29, 2016;
d) interim financial statements for the six-month period ended May 31, 2016;
e) interim financial statements for the nine-month period ended August 31, 2016; and
f) related MD&A and NI 52-109 certificates for the forgoing financial statements,
(collectively, and together with the Required Filings, the Outstanding Filings).
9. On November 9, 2016, the Applicant filed the Outstanding Filings on the System for Electronic document Analysis and Retrieval (SEDAR).
10. The Applicant is also subject to a cease trade order dated August 5, 2015 issued by the BCSC (the B.C. Cease Trade Order) as a result of the failure to file the Required Filings.
11. The Applicant has also applied to the BCSC for a full revocation of the B.C. Cease Trade Order.
12. The Applicant has paid all outstanding activity, participation and late filing fees that are required to be paid and has filed all forms associated with such payments.
13. Other than the Ontario Cease Trade Order, the Applicant is not in default of any requirements under Ontario securities law.
14. Since the issuance of the Ontario Cease Trade Order, there have not been any material changes in the business, operations or affairs of the Applicant that have not been disclosed via news release and/or material change report and filed on SEDAR.
15. 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.
16. The Applicant's profiles on SEDAR and the System for Electronic Disclosure by Insiders (SEDI) are current and accurate.
17. Upon issuance of this revocation order, the Applicant will issue a news release announcing the revocation of the Ontario Cease Trade Order, and will concurrently file such news release 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 revoked.
DATED at Toronto this 4th day of January, 2017.