The Mosport Park Entertainment Corporation – s. 144

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 and 144.

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED (the Act) AND IN THE MATTER OF THE MOSPORT PARK ENTERTAINMENT CORPORATION

ORDER (section 144 of the Act)

WHEREAS the securities of The Mosport Park Entertainment Corporation (the Applicant) are subject to a cease trade order dated April 14, 1997 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 issued by the Director on April 30, 1997 pursuant to subsection 127(8) of the Act (the Ontario 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 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 below;

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

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was incorporated under the laws of the Province of Quebec by Letters Patent dated July 30, 1971 under the name "The Wellington Investment Corporation". By Supplementary Letters Patent (Quebec) dated May 31, 1973 the name was changed to "Mosport Park Corporation"/"Corporation Parc Mosport". The Applicant was continued pursuant to Part 1 A of the Companies Act (Quebec) on August 19, 1994 and its name was changed to "Corporation D'Amusement Parc Mosport"/"The Mosport Park Entertainment Corporation". The Articles of the Applicant were also amended on August 19, 1994 to consolidate the issued and outstanding shares. The Applicant's registration with Registraire des Entreprises du Québec was cancelled involuntarily on May 8, 1998 but the cancellation was revoked on August 29, 2018.

2. The Applicant's registered head office is located at 300-4060 Sainte-Catherine Street West, Westmount, Quebec H3Z 2Z3.

3. The Applicant's principal regulator is the Authorité des Marchés Financier in the Province of Quebec. The Applicant is a reporting issuer in Quebec, Ontario, British Columbia, and Manitoba 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 8,499,181 Common Shares are issued and outstanding.

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

6. The Common shares of the Applicant were listed for trading on the Vancouver Stock Exchange on November 6, 1978 under the symbol MPM. The shares were delisted on March 1, 1999. The Common Shares are not currently listed, quoted, or traded on any exchange, marketplace or other facility in Canada or elsewhere.

7. The Applicant is also subject to cease trade orders issued by the Authorité des Marchés Financier dated April 15, 1997, the British Columbia Securities Commission dated April 22, 1997 and the Manitoba Securities Commission dated March 10, 1998 (together with the Ontario Cease Trade Order, the Cease Trade Orders)

8. The Applicant has concurrently applied for full revocation of the cease trade orders by the Authorité des Marchés Financier, the British Columbia Securities Commission and the Manitoba Securities Commission.

9. The Ontario Cease Trade Order was issued as a result of the Applicant's failure to file its audited annual financial statements for the year ended September 30, 1996 and interim financial statements for the three month period ended December 31, 1996.

10. 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 for the years ended September 30, 1997 to September 30, 2004, and 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) for the years ended September 30, 2005 to September 30, 2018; and

ii) all unaudited interim financial statements for the interim periods ended March 31, 1997 to December 31, 2003, and all unaudited interim financial statements, accompanying MD&A and NI 52-109 Certificates for the interim periods ended March 31, 2004 to December 31, 2018.

11. Since the issuance of the Cease Trade Orders, 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 September 30, 2017 and September 30, 2018; and

ii) unaudited interim financial statements, accompanying MD&A and NI 52-109 Certificates for the interim periods ended March 31, 2018, June 30, 2018, December 31, 2018, March 31, 2019, and June 30, 2019.

12. The Applicant has not filed the following:

i) audited financial statements for the years ended September 30, 1996 to September 30, 2004, and audited financial statements, accompanying MD&A and related NI 52-109 certificates for the years ended September 30, 2005 to September 30, 2016;

ii) unaudited interim financial statements for the interim periods ended December 31, 1996 to December 31, 2003, and unaudited interim financial statements, accompanying MD&A and NI 52-109 Certificates for the interim periods ended March 31, 2004 to December 31, 2017; and

iii) statements of executive compensation for the years ended September 30, 1996 to September 30, 2016.

(collectively, the Outstanding Filings).

13. 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.

14. 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 Orders; and (iii) is not in default of any requirements under the Act or the rules and regulations made pursuant thereto.

15. 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.

16. 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.

17. Since the issuance of the Cease Trade Orders, 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.

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

19. The Applicant is currently 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.

20. The Applicant held an annual meeting of shareholders on July 22, 2019.

21. Upon the revocation of the Ontario Cease Trade Order, the Applicant will issue a news release and concurrently file a material change report on SEDAR announcing the revocation of the Ontario 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 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 September, 2019.

"Marie-France Bourret"

Manager, Corporate Finance

Ontario Securities Commission