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 annual continuous disclosure materials required by Ontario securities law – defaults subsequently remedied by bringing continuous disclosure filings up-to-date – issuer gave an undertaking to hold an annual meeting within three months of the revocation order and to not complete a reverse takeover with a company located outside of Canada without filing a prospectus with securities regulatory authorities – cease trade order revoked.
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
IN THE MATTER OF JIMINEX INC.
(Section 144 of the Act)
WHEREAS the securities of Jiminex Inc. (the “Applicant”) are subject to a cease trade order dated March 25, 2014 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 (the “Ontario Cease Trade Order”) directing that trading in securities of the Applicant cease, whether direct or indirect, until the 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 to revoke the Ontario Cease Trade Order (the “Application”);
AND UPON the Applicant having represented to the Commission that:
1. The Applicant was incorporated under the federal laws of Canada on August 1, 2007.
2. The Applicant’s registered office is located in Toronto, Ontario. The Applicant’s principal regu-lator is the Commission.
3. The Applicant is a reporting issuer in the pro-vinces of Ontario, British Columbia, Saskatch-ewan, and Alberta (the “Reporting Jurisdic-tions”). The Applicant 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”). As at the date hereof, there were 47,152,912 Common Shares issued and outstanding.
5. There are no Common Shares reserved for issuance pursuant to outstanding convertible securities.
6. Other than the Common Shares, the Applicant has no securities (including debt securities) issued and outstanding.
7. The Applicant is a junior mining exploration company focused on gold.
8. The Ontario Cease Trade Order was issued against the Applicant for failure to file its audited annual financial statements, the related manage-ment’s discussion and analysis 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, 2013 (collectively, the “2013 Annual Filings”).
9. The Applicant is also subject to (i) a cease trade order dated March 12, 2014 (the “BC Cease Trade Order”) issued by the BCSC, and (ii) a cease trade order dated June 24, 2014 (the “Alberta Cease Trade Order”) issued by the Alberta Securities Commission (the “ASC”) (together with the Ontario Cease Trade Order, the Alberta Cease Trade Order and the BC Cease Trade Order, the “Cease Trade Orders”) for failure to file the 2013 Annual Filings. The Applicant has concurrently applied to the BCSC and the ASC for orders for revocation of the BC Cease Trade Order and the Alberta Cease Trade Order.
10. The Applicant is not subject to a cease trade order issued by the Securities Division of the Financial and Consumer Affairs Authority of Saskatchewan, but is nonetheless in default of Saskatchewan securities legislation as a result of its failure to file the 2013 Annual Filings and subsequent continuous disclosure documentation (the “Saskatchewan Default”).
11. The Applicant’s Common Shares are listed for trading on the NEX Board under the symbol “JIM” but trading in such securities was halted because of the Cease Trade Orders. The Applicant’s securities are not listed or quoted on any other exchange or market in Canada or elsewhere.
12. Since the issuance of the Ontario Cease Trade Order, the Applicant has filed the following con-tinuous disclosure documents with the Reporting Jurisdictions:
(a) the 2013 Annual Filings;
(b) Form 13-502F1 – Class 1 Reporting Issuer – Participation Fee for the years ended October 31, 2013, 2014, 2015 and 2016 (the “Participation Fees”);
(c) the audited annual financial statements, the related management’s discussion and analysis and certifications of annual filings as required by NI 52-109 for the years ended October 31, 2014, 2015 and 2016 (the “Additional Annual Filings”); and
(d) the interim financial statements for the periods ended January 31, 2017, April 30, 2017 and July 31, 2017, manage-ment's discussion and analysis relating to the interim financial statements and the certification of the foregoing interim filings as required by NI 52-109 (the “Interim Filings”) (collectively, the 2013 Annual Filings, the Participation Fees, Additional Annual Filings and Interim Filings are the “Filings”).
13. As of the date hereof, the Applicant has paid all outstanding activity, participation and late filing fees that are required to be paid.
14. The Applicant (i) is not in default of any require-ments 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, the Saskatchewan Default and that it has not held its annual general shareholders meeting for 2014, 2015 and 2016.
15. The Applicant is not in default of any of its obligations under the Ontario Cease Trade Order.
16. 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.
17. The Applicant’s SEDAR issuer profile and SEDI issuer profile supplement are current and accurate.
18. Upon revocation of the Ontario Cease Trade Order, the audit committee of the Applicant will be comprised of Navjit Dhaliwal (director and CFO), Allan Willy (director) and Yves Caron (director). Mr. Dhaliwal is considered not to be independent pursuant to National Instrument 52-110 – Audit Committees.
19. The Applicant has provided a written undertaking to securities regulatory authorities that (i) it will hold an annual meeting of shareholders within three months of the date on which the Ontario Cease Trade Order is revoked; and (ii) it will not complete a restructuring transaction or significant acquisition involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada nor will it complete 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 without filing and obtaining a receipt, from the Director, for a prospectus including the information required for a probable restructuring transaction, reverse takeover or significant acquisition (as applicable) together with the documents required under Part 9 of National Instrument 41-101 General Prospectus Require-ments.
20. The Applicant has filed the Filings and as such has filed all outstanding continuous disclosure documents that are required to be filed in the Reporting Jurisdictions.
21. Other than the Cease Trade Orders, the Applicant has not previously been subject to a cease trade order issued by any securities regulatory authority.
22. 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.
23. To the knowledge of the directors and officers of the Applicant, no shareholder of the Applicant beneficially owns, directly or indirectly, or exercises control or direction over Common Shares carrying more than 10% of the voting rights attaching to the Common Shares of the Applicant, with the exception of Canada Bai Heng Group Ltd., which owns, directly or indirectly, or exercises control or direction over 6,725,000 Common Shares, which constitute 14.3% of the issued and outstanding Common Shares.
24. Upon the revocation of the Cease Trade Orders 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 on this 17th day of November, 2017.
Manager, Corporate Finance
Ontario Securities Commission