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 – default 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 (the “Act”)

 

AND

 

IN THE MATTER OF

CANASIA FINANCIAL INC.

 

ORDER

(Section 144 of the Act)

 

                WHEREAS the securities of CanAsia Financial Inc. (the “Filer”) are subject to a cease trade order dated May 10, 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 Filer, 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 Filer was in default of certain filing requirements under Ontario securities law as described in the Ontario Cease Trade Order;

 

                AND WHEREAS the Filer 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 Filer having represented to the Commission as follows:

 

1.             The Filer is a corporation formed pursuant to the laws of Alberta pursuant to a Certificate of Incorporation issued June 26, 2008. The Filer’s head office is located in Calgary, Alberta.

 

2.             The Filer is a reporting issuer in the provinces of Ontario, Alberta, British Columbia and Saskatchewan and is not a reporting issuer or equivalent under the securities legislation of any other jurisdiction in Canada. The Filer’s principal regulator is the Alberta Securities Commission (“ASC”).


3.             The Filer’s authorized capital structure consists of an unlimited number of common shares (“Common Shares”) without nominal or par value and an unlimited number of preferred shares (“Preferred Shares”) without nominal or par value, of which 98,168,052 Common Shares (held by 36 registered shareholders (including CDS Inc.)) and 15,000,000 Preferred Shares (held by one holder) are issued and outstanding. The Filer also has 7,500,000 share purchase warrants (“Warrants”) (held by one holder) issued and outstanding. Each Warrant is exercisable at $0.20 per share to acquire one Common Share of the Filer until September 9, 2018.

 

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

 

a)            audited annual financial statements for the year ended December 31, 2015;

 

b)            management’s discussion and analysis relating to the audited annual financial statements for the year ended December 31, 2015; and

 

c)             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”).

 

5.             Subsequent to the issuance of the Ontario Cease Trade Order, the Filer also failed to file with the Commission, within the timeframe stipulated by the applicable legislation, its interim financial statements for the periods ended March 31, 2016, June 30, 2016, September 30, 2016 and March 31, 2017, the management’s discussion and analysis relating to the interim financial statements for the periods ended March 31, 2016, June 30, 2016, September 30, 2016 and March 31, 2017 as well as the certification of the foregoing filings as required by NI 52-109 (collectively, the “Interim Filings”).

 

6.             The Filer is also subject to a cease trade order dated May 5, 2016 issued by the ASC (the “Alberta Cease Trade Order”) and a cease trade order dated May 12, 2016 (the “B.C. Cease Trade Order”) issued by the British Columbia Securities Commission (the “BCSC”).

 

7.             On June 23, 2017, the Filer filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”) the Required Filings and the Interim Filings.

 

8.             On June 23, 2017, the Filer also filed on SEDAR its audited annual financial statements for the year ended December 31, 2016, the management’s discussion and analysis relating to the audited annual financial statements for the year ended December 31, 2016, as well as the certification of the foregoing filings as required by NI 52-109.

 

9.             On July 28, 2017, the Filer filed on SEDAR an amended management’s discussion and analysis relating to the audited annual financial statements for the year ended December 31, 2015 and certification of the foregoing filing as required by NI 52-109.

 

10.          On August 29, 2017, the Filer filed on SEDAR interim financial statements for the period ended June 30, 2017, the management’s discussion and analysis relating to the interim financial statements for the period ended June 30, 2017 as well as the certification of the foregoing filings as required by NI 52-109.

 

11.          The Filer has concurrently applied to the ASC for a full revocation of the Alberta Cease Trade Order and to the BCSC for a full revocation of the B.C. Cease Trade Order.

 

12.          The Filer has paid all outstanding participation fees, filing fees and late fees owing to the Commission, the BCSC, the ASC and the Financial and Consumer Affairs Authority of Saskatchewan.

 

13.          The Filer’s SEDAR and SEDI profiles are up to date.

 

14.          Other than the issues outlined in paragraphs 4 and 5, which have subsequently been remedied, the Filer is not in default of its continuous disclosure obligations under Ontario, Alberta, British Columbia or Saskatchewan securities laws.

 

15.          In connection with the Application the Filer has given the Commission a written undertaking (the “Undertaking”) that the Filer will hold an annual meeting of shareholders within three months of the date on which the Ontario Cease Trade Order is revoked. The last annual meeting of shareholders of the Filer was held on March 25, 2015.

 

16.          Upon the issuance of this revocation order, the Filer 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 to do so would not be prejudicial to the public interest;

 

                IT IS ORDERED pursuant to section 144 of the Act, that the Cease Trade Order is revoked.

 

                DATED this 27th day of September 2017.

 

“Winnie Sanjoto”

Manager, Corporate Finance

Ontario Securities Commission