Securities Law & Instruments

Headnote

Application by an issuer for a full 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.

Statutes Cited

Securities Act , R.S.O. 1990, c. S.5, as amended, ss. 127 and 144.

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act") AND IN THE MATTER OF RODOCANACHI CAPITAL INC.

ORDER (Section 144)

WHEREAS the securities of Rodocanachi Capital Inc. (the "Applicant") are subject to a cease trade order dated December 16, 2011 issued by the Director of the Ontario Securities Commission (the "Commission") pursuant to paragraph 2 of subsection 127(1) of the Act (the "Ontario Cease Trade Order") directing that all trading in the securities of the Applicant, whether direct or indirect, cease until the Ontario Cease Trade 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;

AND UPON the Applicant having represented to the Commission as follows:

1. The Applicant is a Québec incorporated company. The Applicant's registered office is located at 1002 Sherbrooke O., 28e étage, Montréal (Québec) H3A 3L6.

2. As at the date hereof, the authorized capital of the Applicant consists of an unlimited number of common shares (the "Common Shares") of which 6,400,000 are issued and outstanding. Other than the Common Shares, the Applicant has no securities (including debt securities) issued and outstanding.

3. The Applicant is a reporting issuer in the provinces of Alberta, British Columbia, Ontario and Quebec. The Applicant is not a reporting issuer or the equivalent in any other jurisdiction in Canada.

4. On November 2, 2009, trading in the Common Shares on the TSX Venture Exchange (the "Exchange") was suspended. The Exchange advised the Applicant that it did not meet Tier 2 Continued Listing Requirements of the Exchange and effective December 6, 2011 transferred the Common Shares to the NEX, a separate board of the Exchange, on which the trading in the Common Shares remain suspended.

5. The Ontario Cease Trade Order was issued as a result of the Applicant's failure to file, in accordance with the requirements of securities law, interim financial statements and the related management's discussion and analysis for the period ended August 31, 2011 and certification of the foregoing filings as required by National Instrument 52-109, Certification of Disclosures in Issuers' Annual and Interim Filings, (collectively, the "2011 Interim Statements").

6. In addition to the Ontario Cease Trade Order, the Applicant is subject to the following cease trade orders, each of which was issued due to, in part, the failure to file the 2011 Interim Statements:

a) an order issued by the Alberta Securities Commission on October 31, 2012;

b) an order issued by the British Columbia Securities Commission on December 6, 2011; and

c) an order issued by the Québec L'Autorité des Marchés Financiers on December 19, 2011,

(collectively, the "Other Cease Trade Orders").

7. The Applicant has filed all outstanding continuous disclosure documents that are required to be filed under securities law. Specifically, the Applicant has filed the following documents on SEDAR on July 11, 2014:

a) audited financial statements for the fiscal year ended May 30, 2012 together with the related management discussion and analysis, and CEO and CFO certificates;

b) audited financial statements for the fiscal year ended May 30, 2013 together with the related management discussion and analysis, and CEO and CFO certificates;

c) interim financial statements for the three-month period ended August 31, 2012 together with the related management discussion and analysis, and CEO and CFO certificates;

d) interim financial statements for the six-month period ended November 30, 2012 together with the related management discussion and analysis, and CEO and CFO certificates;

e) interim financial statements for the nine-month period ended February 28, 2013 together with the related management discussion and analysis, and CEO and CFO certificates;

f) interim financial statements for the three-month period ended August 31, 2013 together with the related management discussion and analysis, and CEO and CFO certificates;

g) interim financial statements for the six-month period ended November 30, 2013 together with the related management discussion and analysis, and CEO and CFO certificates;

h) amended interim financial statements for the nine-month period ended February 28, 2014 together with the related management discussion and analysis, and CEO and CFO certificates.

8. The Applicant (i) is up-to-date with all of its continuous disclosure obligations; (ii) is not in default of any of its obligations under the Ontario Cease Trade Order; and (iii) is not in default of any requirements under the Act or the rules and regulations made pursuant thereto, other than the existence of the Ontario Cease Trade Order.

9. The Applicant has paid all outstanding activity, participation and late filing fees that are required to be paid.

10. The Applicant's SEDAR profile and SEDI issuer profile supplement are current and accurate.

11. The Applicant intends to hold an annual meeting of shareholders within 90 days of the revocation of the Ontario Cease Trade Order.

12. Upon the issuance of this revocation order, the Applicant will issue a news release announcing the revocation of the Ontario Cease Trade Order. The Applicant will concurrently file the news release and a material change report on SEDAR regarding the revocation of the Ontario Cease Trade Order.

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, Ontario on this 5th day of August, 2014.

"Shannon O'Hearn"
Manager, Corporate Finance
Ontario Securities Commission