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Astrix Networks Inc. -- s. 1(11)(b)
Headnote
Subsection 1(11)(b) -- Order that the issuer is a reporting issuer for the purposes of Ontario securities law -- Issuer is already a reporting issuer in Alberta, Saskatchewan and British Columbia -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in Alberta, Saskatchewan and British Columbia substantially the same as those in Ontario -- Issuer has a significant connection to Ontario.
Statutes Cited
Securities Act, R.S.O. 1990, c. S.5, as am. s. 1(11)(b).
IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED (the "Act") AND IN THE MATTER OF ASTRIX NETWORKS INC.
ORDER (Clause 1(11)(b))
UPON the application (the "Application") of Astrix Networks Inc. (the "Issuer") to the Ontario Securities Commission (the "Commission") for an order pursuant to clause 1(11)(b) of the Act deeming the Issuer to be a reporting issuer for the purposes of Ontario securities law;
AND UPON considering the Application and the recommendation of staff of the Commission;
AND UPON the Issuer having represented to the Commission as follows:
1. The Issuer was formed pursuant to a Certificate of Amalgamation issued under the Business Corporations Act (Alberta) on October 29, 2013 upon the amalgamation of GPS Investment Corp. ("GPS"), a capital pool company listed on the TSX Venture Exchange (the "TSXV") and the former Astrix Networks Inc. ("Former Astrix").
2. GPS was incorporated under the Business Corporations Act (Alberta) on July 15, 2011. It became a reporting issuer under each of the Securities Act (British Columbia) (the "BC Act"), the Securities Act (Alberta) (the "AB Act"), and the Securities Act (Saskatchewan) (the "SK Act") on October 27, 2011. On January 18, 2012, the common shares of GPS were listed for trading on the TSXV under the trading symbol GXX.P.
3. Former Astrix was originally incorporated under the Canada Business Corporations Act on January 21, 2008 and was continued under the Business Corporations Act (Alberta) on October 25, 2013. At no time was it a reporting issuer under the securities legislation of any province or territory of Canada.
4. Pursuant to an Amalgamation Agreement dated October 10, 2013, Former Astrix amalgamated with a wholly owned subsidiary of GPS, 1772400 Alberta Ltd. That amalgamated company subsequently amalgamated with GPS to create the Issuer, now named "Astrix Networks Inc."
5. The Issuer's head office is located at 3425 Harvester Road, Suite 200, Burlington, ON, L7N 3N1 and its registered office is located at Suite 2800, 715-5th Avenue SW, Calgary, AB, T2P 2X6.
6. The Issuer's authorized share capital is an unlimited number of common shares (the "Common Shares") without nominal or par value and an unlimited number of preferred shares, issuable in series (the "Preferred Shares"). As of March 11, 2014, the Issuer had 49,246,580 Common Shares issued and outstanding. There are no Preferred Shares issued.
7. The Issuer is not in default of any requirements of the BC Act, the AB Act or the SK Act.
8. The Issuer is not on the list of defaulting issuers maintained pursuant to the BC Act, pursuant to the AB Act or pursuant to the SK Act.
9. The continuous disclosure materials filed by the Issuer under the BC Act, the AB Act and the SK Act are available on the System for Electronic Document Analysis and Retrieval ("SEDAR").
10. The continuous disclosure requirements of the BC Act, AB Act and the SK Act are substantially the same as the requirements under the Act.
11. The Issuer's Common Shares trade on the TSXV under the symbol "OEE".
12. The Issuer is not in default of any of the rules, regulations or policies of the TSXV.
13. Pursuant to the policies of the TSXV, a listed-issuer, which is not otherwise a reporting issuer in Ontario, must assess whether it has a "significant connection to Ontario" (as defined in the policies of the TSXV) and, upon becoming aware that it has a significant connection to Ontario, promptly make a bona fide application to the Commission to be deemed a reporting issuer in Ontario.
14. The Issuer has determined that it has a significant connection to Ontario in that over 20% of the Issuer's Common Shares are held by persons resident in Ontario and its mind and management is principally located in Ontario.
15. Upon becoming a reporting issuer in Ontario, the Issuer confirms the Commission will become the principal regulator of the Issuer.
16. There have been no penalties or sanctions imposed against the Issuer by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority and the Issuer has not entered into a settlement agreement with a Canadian securities regulatory authority.
17. No director or officer of the Issuer, nor, to the knowledge of the Issuer and its directors and officers, any shareholder of the Issuer holding sufficient securities of the Issuer to materially affect the control of the Issuer has:
a. been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority; or
b. been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.
18. Except as set out below, none of the Issuer, any director or officer of the Issuer, nor, to the knowledge of the Issuer and its directors and officers, any shareholder of the Issuer holding sufficient securities of the Issuer to materially affect the control of the Issuer is or has:
a. been the subject of any known ongoing or concluded investigation by: (i) a Canadian securities regulatory authority; or (ii) a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or
b. been the subject of any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.
Thomas Smeenk, the Vice President, Business Development for the Issuer was a director and executive officer of e-Manufacturing Networks Inc. He received shares of that company as compensation for his services and the value of those shares at the time of issuance to him were included in his taxable income. Subsequently, the company became insolvent and the shares became worth substantially less than the taxes owed. In 2003, Mr. Smeenk made a proposal in bankruptcy which was eventually settled, and his bankruptcy discharged, in 2006.
19. None of the Issuer's directors or officers, nor, to the knowledge of the Issuer and its directors and officers, any shareholder of the Issuer holding sufficient securities of the Issuer to materially affect the control of the Issuer, has been at the time of such event, a director or officer of any other issuer which is or has:
a. been subject to any cease trade order or similar order, or order that denied access to any exemptions under Ontario securities laws, for a period of more than 30 consecutive days, within the preceding 10 years; or
b. been subject to any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.
Notwithstanding the foregoing, and for the purposes of providing full disclosure, Thomas Smeenk, the Vice President, Business Development for the Issuer, was a director and executive officer of e-Manufacturing Networks Inc. until early 2003 when it became insolvent. Mr. Smeenk resigned his positions with e-Manufacturing Networks Inc. at that time. The company was a reporting issuer in the provinces of British Columbia, Alberta and Ontario but, due to its insolvency, was unable to prepare and file its financial statements as required by the securities legislations of those jurisdictions. Consequently, the securities commissions in those jurisdictions issued cease traded orders with respect to the securities of E-Manufacturing Networks Inc. during 2003.
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
IT IS HEREBY ORDERED pursuant to subsection 1(11)(b) of the Act that the Issuer be deemed to be a reporting issuer for the purposes of Ontario securities law.
DATED at Toronto on this 19th day of June, 2014.
"Sonny Randhawa"
Manager, Corporate Finance
Ontario Securities Commission