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 failed to file certain continuous disclosure materials required by Ontario securities law – defaults subsequently remedied by bringing continuous disclosure filings up-to-date -Issuer has provided an undertaking to the Commission that it will not complete (a) a restructuring transaction involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada, (b) a reverse takeover with a reverse takeover acquiror that has a direct or indirect, existing or proposed, material underlying business which is not located in Canada, or (c) a significant acquisition involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada, unless the issuer files a preliminary prospectus and a final prospectus with the Ontario Securities Commission and obtains receipts for the preliminary prospectus and the final prospectus from the Director under the Act.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 144.

IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
(the “Act”)

AND

IN THE MATTER OF
LAKEFIELD MARKETING CORPORATION

ORDER
(section 144 of the Act)

                WHEREAS the securities of Lakefield Marketing Corporation (the “Applicant”) are subject to a cease trade order dated July 17, 2006 issued by the Director of the Ontario Securities Commission (the “Commission”) pursuant to paragraph 2 and 2.1 of subsection 127(1) and subsection 127(5) of the Act as extended by a further cease trade order issued by the Director on July 28, 2006 pursuant to paragraph 2 and 2.1 of subsection 127(1) of the Act (the “Cease Trade Order”) directing that all trading in securities of the Applicant, whether direct or indirect, shall cease until further order by the Director;

                AND WHEREAS the 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 Cease Trade Order and below;

                AND WHEREAS the Applicant has applied to the Commission pursuant to section 144 of the Act to revoke the Cease Trade Order;

                AND UPON the Applicant having represented to the Commission that:

1.             The Applicant was incorporated on December 12, 1989 pursuant to the Business Corporations Act (Ontario) (“OBCA”). The Applicant was dissolved on November 24, 2014 for failing to comply with the Corporations Tax Act (Ontario), but was revived on February 2, 2018

2.             The Applicant’s head office is located at 31 Sunset Trail, Toronto, Ontario M9M 1J4.

3.             The Applicant is a reporting issuer in Ontario and is not a reporting issuer in any other jurisdiction in Canada.

4.             The Applicant's authorized capital consists of an unlimited number of common shares (the “Common Shares”), of which approximately 29,479,940 Common Shares are issued and outstanding.

5.             The Applicant has no other securities, including debt securities, issued and outstanding.

6.             The Common Shares are not listed, quoted, or traded on any exchange, marketplace or other facility in Canada or elsewhere.

7.             The Cease Trade Order was issued as a result of the Applicant's failure to file its audited annual financial statements for the year ended December 31, 2005 and related management’s discussion and analysis (“MD&A”).

8.             The Applicant subsequently failed to file other continuous disclosure documents with the Commission within the prescribed timeframe in accordance with the requirements of Ontario securities law, including the following:

i)              all audited financial statements, accompanying MD&A and related certificates as required under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109 Certificates”) and statement of executive compensation for the years ended December 31, 2006 to December 31, 2016; and

ii)             all unaudited interim financial statements, accompanying MD&A and NI 52-109 Certificates for the interim periods ended March 31, 2006 to September 30, 2017.

9.             Since the issuance of the Cease Trade Order, the Applicant has filed the following continuous disclosure documents with the Commission:

i)              audited financial statements, accompanying MD&A (including statements of executive compensation) and NI 52-109 Certificates for the years ended December 31, 2016 and December 31, 2017; and

ii)             unaudited interim financial statements, accompanying MD&A and NI 52-109 Certificates for the interim periods ended March 31, 2017, June 30, 2017, September 30, 2017 and March 31, 2018.

10.          The Applicant has not filed the following:

i)              audited financial statements, accompanying MD&A and NI 52-109 Certificates for the years ended December 31, 2006 to December 31, 2015;

ii)             unaudited interim financial statements, accompanying MD&A and NI 52-109 Certificates for the interim periods ended March 31, 2006 to September 30, 2016; and

iii)            the statements of executive compensation for the years ended December 31, 2006 to December 31, 2015.

(collectively, the Outstanding Filings).

11.          The Applicant has filed with the Commission all continuous disclosure that it is required to file under Ontario securities law, except for the Outstanding Filings and any other continuous disclosure that the Commission elected not to require as contemplated under sections 6 and 7 of National Policy 12-202 Revocation of a Compliance-related Cease Trade Order (NP 12-202).

12.          Except for the failure to file the Outstanding Filings, 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 Cease Trade Order; and (iii) is not in default of any requirements under the Act or the rules and regulations made pursuant thereto.

13.          As of the date hereof, the Applicant has paid all outstanding activity, participation and late filing fees that are required to be paid to the Commission and has filed all forms associated with such payments.

14.          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 are current and accurate.

15.          Since the issuance of the Cease Trade Order, there have been no material changes in the business, operations or affairs of the Applicant which have not been disclosed by news release and/or material change report and filed on SEDAR.

16.          Other than the Cease Trade Order, the Applicant has not previously been subject to a cease trade order issued by any securities regulatory authority.

17.          The Applicant is not considering, nor is it involved in any discussions relating to a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.

18.          The Applicant has given the Commission a written undertaking that:

(a)           The Applicant will hold an annual meeting of shareholders within three months after the date on which the Cease Trade Order is revoked; and

(b)           The Applicant will not complete:

i.              A restructuring transaction involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada,

ii.             A reverse takeover with a reverse takeover acquirer that has a direct or indirect, existing or proposed, material underlying business which is not located in Canada, or

iii.            A significant acquisition involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada,

unless

A.            The Applicant files a preliminary prospectus and a final prospectus with the Commission and obtains receipts for the preliminary and final prospectus from the Director under the Act,

B.            The Applicant files or delivers with the preliminary prospectus and the final prospectus the documents required by Part 9 of National Instrument 41-101 General Prospectus Requirements (NI 41-101) including a completed personal information form and authorization in the form set out in Appendix A of NI 41-101 for each current and incoming director, executive officer and promoter of the Applicant, and

C.            The preliminary prospectus and final prospectus contain the information required by applicable securities legislation, including the information required for a probable restructuring transaction, reverse takeover or significant acquisition (as applicable).

19.          Upon the revocation of the Cease Trade Order, the Applicant will issue a news release and concurrently file a material change report on SEDAR announcing the revocation of the Cease Trade Order and outlining the Applicant’s future plans.

                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 Cease Trade Order;

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

                DATED at Toronto this 16th day of July, 2018.

“Jo-Anne Matear”
Manager, Corporate Finance
Ontario Securities Commission