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

TELE-FIND TECHNOLOGIES CORP.

 

ORDER

(Section 144 of the Act)

 

                WHEREAS the securities of Tele-Find Technologies Corp. (the “Applicant”) are subject to a cease trade order dated May 19, 2009 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 June 1, 2009 pursuant to paragraph 2 and 2.1 of subsection 127(1) 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 duly formed by amalgamation pursuant to the Business Corporations Act (Ontario) on January 18, 2002. The amalgamating corporations are Name Brand Sales Inc. and Tele-Find Technologies Corp.

 

2.             The Applicant’s head office is located at 2905 – 77 King St West, Toronto, Ontario, M5K 1H1.

 

3.             The Applicant is a reporting issuer in the provinces of Ontario, Alberta and British Columbia (the “Reporting Jurisdictions”) 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 without par value (the “Common Shares”) and an unlimited number of Class “A” non-voting preference shares entitled to a cumulative dividend at the rate of 8% per annum. As at the date hereof, there are 15,248,000 Common Shares issued and outstanding.

 

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

 

6.             The Ontario Cease Trade Order was issued as a result of the Applicant failing to file its audited annual financial statements and accompanying management's discussion and analysis (“MD&A”) for the year ended December 31, 2008 within the timeframe as required under National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”).

 

7.             The Applicant is also subject to a cease trade orders issued by the British Columbia Securities Commission dated May 20, 2009 (the “BC Cease Trade Order”) and the Alberta Securities Commission dated September 4, 2009 (the “Alberta Cease Trade Order”, and together with the Ontario Cease Trade Order and the BC Cease Trade Order, the “Cease Trade Orders”).

 

8.             The Applicant has concurrently applied for revocations of the BC Cease Trade Order and Alberta Cease Trade Order.

 

9.             The Common Shares were delisted from the TSX Venture Exchange (TSX-V) on July 13, 2009. No securities of the Applicant are listed or traded on any other stock exchange or market in Canada or elsewhere. The Applicant does not have plans or intentions to re-list or resume trading on the TSX-V or on another exchange at this time.

 

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, 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, 2009 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, 2009 to June 30, 2017.

 

11.          Since the issuance of the Cease Trade Orders, the Applicant has filed the following continuous disclosure documents with the Reporting Jurisdictions:

 

i)              audited annual financial statements, accompanying MD&A and NI 52-109 Certificates for the years ended December 31, 2014 to December 31, 2016;

 

ii)             unaudited interim financial statements, accompanying MD&A and NI 52-109 Certificates for the interim periods ended June 30, 2016, September 30, 2016, March 31, 2017 and June 30, 2017; and

 

iii)            a management information circular dated August 28, 2017.

 

12.          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, 2008 to December 31, 2013;

 

ii)             unaudited interim financial statements, accompanying MD&A and NI 52-109 Certificates for the periods ended March 31, 2009 to March 31, 2016; and

 

iii)            the statements of executive compensation for the years ended December 31, 2009 to December 31, 2015.

 

(collectively, the Outstanding Filings).

 

13.          The Applicant has filed with the Commission all continuous disclosure that it is required to file under the Legislation, 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).

 

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 (SEDI) are current and accurate.

 

17.          Since the issuance of the Cease Trade Orders, the Applicant has announced and disclosed the following material changes:

 

i)              on April 27, 2017, the Applicant filed a Notice of Change of Auditor, Letter of Former Auditor and Letter of Successor Auditor in connection with its representation;


ii)             on June 15, 2017, the Applicant filed a news release announcing the appointment of Mr. Jeremy Rozen to the Applicant's Board of Directors and as the Applicant's President; and

 

iii)            on October 16, 2017, the Applicant filed a news release announcing the election of Mr. Lior Ishai to the Applicant’s Board of Directors.

 

There have been no other material changes in the business, operations or affairs of the Applicant.

 

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 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 has given the Commission a written undertaking (the “Undertaking”) that:

 

(a)           The Applicant will hold an annual meeting of shareholders within three months after the date on which the Ontario 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,

 

including in each such case, any such transaction contemplated under the LOI

 

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).

 

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 9th day of November, 2017.

 

“Sonny Randhawa”

Deputy Director, Corporate Finance

Ontario Securities Commission