Securities Law & Instruments


Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).

Applicable Legislative Provisions

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).

(the OBCA)


(the Applicant)

(Subsection 1(6) of the OBCA)

                UPON the application of the Applicant to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;

                AND UPON the Applicant representing to the Commission that:

1.             The Applicant’s head and registered office is located at 406 - 7 St. Thomas Street, Toronto, Ontario, M5S 2B7.

2.             The Applicant is incorporated under the OBCA and is an "offering corporation" as defined therein.

3.             The Applicant has an authorized capital consisting of an unlimited number of common shares (the Common Shares).

4.             At a special meeting of the shareholders of the Applicant held on April 19, 2017, requisite shareholder approval was received in connection with a “going-private” transaction by way of a consolidation of the issued and outstanding Common Shares of the Applicant, on the basis of one post-consolidation Common Share for every 2,934,311 pre-consolidation Common Shares (the Consolidation).

5.             As a result of the Consolidation, the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by only one securityholder.

6.             The Common Shares of the Applicant were delisted from the TSX Venture Exchange effective as of the close of trading on April 24, 2017.

7.             No securities of the Applicant, including debt securities, are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

8.             The Applicant has no intention to seek public financing by way of an offering of securities.

9.             The Applicant is a reporting issuer in Ontario, British Columbia and Alberta (the Jurisdictions).

10.          The Applicant has applied for an order that it is not a reporting issuer in the Jurisdictions under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (the Reporting Issuer Relief).

11.          The Filer is not in default of securities legislation in any jurisdiction, except for its failure to file its interim financial statements and interim management’s discussion and analysis for the period ended February 28, 2017 as required under National Instrument 51-102 Continuous Disclosure Obligations and the related interim certificates as required under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (collectively, the Filings), all of which became due on May 1, 2017 following the Consolidation.

12. Upon the grant of the Reporting Issuer Relief, the Applicant will not be a reporting issuer in any jurisdiction of Canada.

                AND UPON the Commission being satisfied to do so would not be prejudicial to the public interest;

                IT IS HEREBY ORDERED by the Commission pursuant to subsection 1(6) of the OBCA that the Applicant be deemed to have ceased to be offering its securities to the public for the purpose of the OBCA.

                DATED at Toronto on this 19th day of May, 2017.

“Tim Moseley”
Ontario Securities Commission

“William Furlong”
Ontario Securities Commission