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Immunall Science Inc. – 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.
Statutes Cited
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, CHAPTER S. 5, AS AMENDED (THE ACT) AND IN THE MATTER OF IMMUNALL SCIENCE INC.
ORDER (Section 144)
WHEREAS the securities of IMMUNALL SCIENCE INC. (the Issuer) are subject to a cease trade order made by the Director dated May 25, 2015 (the Permanent Order), pursuant to subsections 127(1) and 127(5) of the Act directing that all trading in the securities of the Issuer, whether direct or indirect, cease until the Permanent Order is revoked by the Director;
AND WHEREAS the Permanent Order was made on the basis that the Issuer was in default of certain filing requirements under Ontario securities law as described in the Permanent Order and outlined below;
AND WHEREAS the Issuer has made an application to the Ontario Securities Commission (the Commission) for revocation of the Permanent Order pursuant to section 144 of the Act;
AND UPON the Issuer having represented to the Commission that:
1. The Issuer was incorporated under the laws of Alberta under the name "Immunall Scientific Inc." on November 22, 2005. On June 13, 2007, the Issuer was acquired by Pancontinental Energy Inc. (Pancon), a public company, in a reverse takeover transaction (the RTO). Subsequent to the RTO, Pancon changed its name to "Immunall Science Inc." On December 31, 2007, the Issuer amalgamated with Immunall Science Inc. to form a resulting entity under the name of "Immunall Science Inc." On March 31, 2011, the Issuer amalgamated with Altius Edge Ltd. to form a resulting entity under the name "Immunall Science Inc."
2. The Issuer is a scientific research and development company with a head office at 10979 -- 127 Street, Edmonton, Alberta T5M 0T1.
3. The Issuer a reporting issuer under the securities legislation of the provinces of Alberta, British Columbia, and Ontario (the Reporting Jurisdictions) only, and is not a reporting issuer in any other jurisdiction. The Alberta Securities Commission is the principal regulator of the Issuer.
4. The Issuer's common shares (Common Shares) are listed for trading on the Canadian Securities Exchange (CSE) under the trading symbol GNS, however, trading is currently subject to a regulatory halt. The Common Shares are only listed for trading on the CSE and the Issuer is not listed for trading of any of its securities on any other exchange, marketplace or facility.
5. The Issuer has authorized capital of an unlimited number of Common Shares without par value, 20,000,000 preferred shares (the Preferred Shares), and 20,000,000 redeemable shares (the Redeemable Shares). As at the date hereof, the Issuer has not issued any Preferred Shares or Redeemable Shares, and 33,435,762 Common Shares are issued and outstanding.
6. The Commission made the decision ordering that trading cease in respect of the securities of the Issuer because the Issuer failed to file the following continuous disclosure materials as required by Ontario securities law:
(a) audited annual financial statements for the year ended December 31, 2014 (2014 Financial Statements);
(b) management's discussion and analysis relating to the 2014 Financial Statements (2014 MD&A); and
(c) certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (the NI 52-109 Certificates).
7. A temporary cease trade order was made by the Director on May 12, 2015, which order was then subsequently extended on May 25, 2015 until further order of the Director.
8. The Issuer is also subject to a cease trade order from the Alberta Securities Commission on May 6, 2015 (the Alberta Order), for failure of the Issuer to file the 2014 Financial Statements, 2014 MD&A and NI 52-109 Certificates. The Issuer has applied for a revocation of the Alberta Order concurrent with its application to the Commission.
9. The Issuer is also subject to a cease trade order from the British Columbia Securities Commission on May 8, 2015, for failure of the Issuer to file the 2014 Financial Statements, 2014 MD&A and NI 52-109 Certificates. The Issuer has applied for a revocation of the cease trade order issued by the British Columbia Securities Commission concurrent with its application to the Commission.
10. The Issuer has filed with the securities regulator or securities regulatory authority in each of the Reporting Jurisdictions (the Authorities) all continuous disclosure that it is required to file under the securities legislation of the Reporting Jurisdictions, except any continuous disclosure that the Authorities elected not to require as contemplated in sections 3.1(2) and (3) of National Policy 12-202 Revocation of a Compliance-Related Cease Trade Order (NP 12-202), and has paid all activity, participation and late filing fees that it is required to pay to the Authorities.
11. Since the date of issuance of the Permanent Order, the Issuer has filed, among other things, the following continuous disclosure documents with the Authorities:
(a) The 2014 Financial Statements;
(b) The 2014 MD&A;
(c) The NI 52-109 Certificates;
(d) condensed interim financial statements for the three month period ended March 31, 2015 (the Q1 Financial Statements);
(e) management's discussion and analysis relating to the Q1 Financial Statements (the Q1 MD&A);
(f) certification of the Q1 Financial Statements and Q1 MD&A as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (the Q1 52-109 Certificates);
(g) condensed interim financial statements for the three and six-month periods ended June 30, 2015 and 2014 (the Q2 Financial Statements);
(h) management's discussion and analysis relating to the Q2 Financial Statements (the Q2 MD&A);
(i) certification of the Q2 Financial Statements and Q2 MD&A as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (the Q2 52-109 Certificates);
(j) condensed interim financial statements for the nine months ended September 30, 2015 (the Q3 Financial Statements);
(k) management's discussion and analysis relating to the Q3 Financial Statements (the Q3 MD&A);
(l) certification of the Q3 Financial Statements and Q3 MD&A as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (the Q3 52-109 Certificates);
(m) amended and restated management discussion and analysis relating to the 2014 Financial Statements (the Amended and Restated 2014 MD&A); and
(n) certification of the foregoing as required by National Instrument 52-109 (the 52-109 Certificates of Re-filing)
The 2014 Financial Statements, 2014 MD&A, the NI 52-109 Certificates, the Q1 Financial Statements, the Q1 MD&A, the Q1 52-109 Certificates, the Q2 Financial Statements, the Q2 MD&A and the Q2 52-109 Certificates were filed with the Authorities on July 31, 2015. The Q3 Financial Statements, the Q3 MD&A and the Q3 52-109 Certificates were filed with the Authorities on November 30, 2015. The Amended and Restated 2014 MD&A and 52-109 Certificates of Re-filing were filed with the Authorities on December 23, 2015.
12. Since the date of the issuance of the Permanent Order, there have been no undisclosed material changes in the business, operations or affairs of the Issuer.
13. The Issuer has an up-to-date SEDAR profile and SEDI issuer profile supplement.
14. The Issuer acknowledges that entering into a $50,000 credit facility while subject to the Permanent Order may have contravened the Permanent Order.
15. The Issuer is (i) up-to-date with all of its continuous disclosure obligations; (ii) is not in default of any of its obligations under the Permanent Order; and (iii) is not in default of any of the requirements under the rules and regulations made pursuant thereto.
16. The Issuer undertakes, in accordance with Section 3.1(5) of NP 12-202, to hold an annual meeting of its shareholders within three months of the date on which the Permanent Order is revoked.
17. The Issuer's current directors and executive officers are: M. Frank Phillet, Chief Executive Officer and a director; Craig McLennan, Chief Financial Officer and a director; and Bret Smith, a director. M. Frank Phillet was appointed as Chief Executive Officer on March 1, 2010. Craig McLennan was appointed as Chief Financial Officer on June 16, 2007. M. Frank Phillet, Craig McLennan and Bret Smith were most recently elected as directors of the Issuer at the last Annual General Meeting of the Issuer, held on June 20, 2012. The Issuer has no current or incoming directors, executive officers or promoters other than those disclosed herein.
18. M. Frank Phillet beneficially owns, and exercises control or direction over, 6,131,087 Common Shares of the Issuer, representing 18.34% of the Issuer's issued and outstanding Common Shares. To the knowledge of the directors and management of the Issuer, no other shareholder of the Issuer 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 Issuer, common shares being the only class of voting securities of the Issuer.
19. The Issuer is not considering nor is it involved in any discussions related to a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.
20. Upon issuance of this revocation order, the Issuer will issue a news release announcing the revocation and concurrently file the news release and a Material Change Report on SEDAR.
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 Permanent Order;
IT IS ORDERED pursuant to section 144 of the Act that the Permanent Order is revoked.
DATED this 9th day of February, 2016.
"Kathryn Daniels"
Deputy Director, Corporate Finance
Ontario Securities Commission