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 -- 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 MJ BIOSCIENCE CORP.

ORDER (Section 144 of the Act)

WHEREAS the securities of MJ Bioscience Corp. (the Applicant) are subject to a temporary cease trade order dated March 11, 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), directing 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 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 October 15, 2014, under the Business Corporations Act (British Columbia) in the name of "MJ Bioscience Corp."

2. The Applicant's head office and its registered and records office are located at Suite 1080, 789 West Pender Street, Vancouver, British Columbia V6C 1H2.

3. The Applicant is a reporting issuer under the securities legislation of the provinces of British Columbia, Alberta, and Ontario (the Reporting Jurisdictions). The Applicant is not a reporting issuer in any other jurisdiction in Canada. 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, without nominal or par value, of which 14,965,857 common shares are issued and outstanding as of May 1, 2018. The Applicant has no other securities issued and outstanding.

5. The Applicant's common shares are not listed on any exchange or market in Canada or elsewhere.

6. The Ontario Cease Trade Order was issued as a result of the Applicant's failure to file its audited annual financial statements, the related management's discussion and analysis (MD&A) and certifications of annual filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109) for the year ended October 31, 2015 (the Annual Filings).

7. The Applicant is also subject to a similar cease trade order issued by the BCSC on March 8, 2016 (the BC Cease Trade Order, and together with the Ontario Cease Trade Order, the Cease Trade Orders). The BC Cease Trade Order is also effective in Alberta due to the Government of Alberta's 2015 adoption of statutory reciprocal order provisions.

8. The Applicant has concurrently applied to the BCSC for a full revocation of the BC Cease Trade Order.

9. Subsequent to the issuance of the Ontario Cease Trade Order, the Applicant failed to file with the Reporting Jurisdictions the following continuous disclosure documents within the prescribed timeframe in accordance with the requirements of securities laws:

(i) unaudited interim financial statements, related MD&A and NI 52-109 certificates for the three months ended January 31, 2016;

(ii) unaudited interim financial statements, related MD&A and NI 52-109 certificates for the six months ended April 30, 2016;

(iii) unaudited interim financial statements, related MD&A and NI 52-109 certificates for the nine months ended July 31, 2016;

(iv) audited annual financial statements, related MD&A and NI 52-109 certificates for the year for the year ended October 31, 2016;

(v) unaudited interim financial statements, related MD&A and NI 52-109 certificates for the three months ended January 31, 2017;

(vi) unaudited interim financial statements, related MD&A and NI 52-109 certificates for the six months ended April 30, 2017;

(vii) unaudited interim financial statements, related MD&A and NI 52-109 certificates for the nine months ended July 31, 2017; and

(viii) audited annual financial statements, related MD&A and NI 52-109 certificates for the year for the year ended October 31, 2017.

(items iv and viii, collectively, the Required Subsequent Filings)

10. Since the issuance of the Ontario Cease Trade Order, the Applicant has filed the Annual Filings and the Required Subsequent Filings with the Reporting Jurisdictions, as well as unaudited interim financial statements, related MD&A and NI 52-109 certificates for the three months ended January 31, 2018.

11. The Applicant is (i) up-to-date with all of its continuous disclosure obligations; (ii) not in default of any requirements under applicable securities legislation or the rules and regulations made pursuant thereto in any of the Reporting Jurisdictions, except for the existence of the Cease Trade Orders; and (iii) not in default of any of its obligations under the Cease Trade Orders.

12. The Applicant's issuer profile on the System for Electronic Document Analysis and Retrieval (SEDAR) and issuer profile supplement on the System for Electronic Disclosure by Insiders (SEDI) are current and accurate.

13. The Applicant has paid all outstanding activity, participation and late filing fees that are required to be paid to the Commission.

14. 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.

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. The Applicant provided the Commission with a written undertaking that it will hold an annual meeting of shareholders of the Applicant within 3 months after the date on which the Ontario Cease Trade Order is revoked.

17. Upon the issuance of this revocation order, the Applicant will issue a news release announcing the revocation of the Ontario Cease Trade Order and concurrently file the news release and a related material change report 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, Ontario on this 19th day of June, 2018.

"Michael Balter"
Manager, Corporate Finance
Ontario Securities Commission