Novra Technologies Inc. – s. 1(11)(b)

Order

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, British Columbia and Quebec – Issuer's securities listed for trading on the TSX Venture Exchange – Continuous disclosure requirements in Alberta, British Columbia and Quebec are 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, CHAPTER S.5, AS AMENDED (the Act)

 

AND

 

IN THE MATTER OF

NOVRA TECHNOLOGIES INC.

 

ORDER

(section 1(11)(b))

 

                UPON the application (the Application) of Novra Technologies Inc. (the Applicant) to the Ontario Securities Commission (the Commission) for a designation order pursuant to clause 1(11)(b) of the Act, that the Applicant is 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 Applicant representing to the Commission as follows:

1.             The Applicant was incorporated under the Canada Business Corporations Act on April 24, 1997. The address of the Applicant’s registered and head office is 900 – 330 St. Mary Avenue, Winnipeg, Manitoba, R3C 3Z5.

 

2.             The Applicant is a reporting issuer in British Columbia, Alberta and Quebec. The Applicant became a reporting issuer in Alberta and British Columbia on November 26, 1999 and in Quebec on June 15, 2016. The Applicant is not a reporting issuer or the equivalent in any jurisdiction in Canada other than British Columbia, Alberta, and Quebec.

 

3.             The Applicant’s authorized capital consists solely of an unlimited number of common shares and unlimited number of class “A” preferred shares. As of the date hereof there are 29,077,335 common shares issued and outstanding.

 

4.             The Applicant’s common shares are listed on the Toronto Venture Exchange (the TSX-V) under the symbol “NVI”. The common shares of the Applicant were listed on the TSX-V on November 29, 1999.

 

5.             The common shares of the Applicant are not listed or posted for trading, and are not anticipated to be listed or posted for trading, on any other stock exchange in Canada.

 

6.             The continuous disclosure materials filed by the Applicant are available on the System for Electronic Document Analysis and Retrieval (SEDAR).

 

7.             The Applicant is not in default of any of the rules, regulations or policies of the TSXV.

 

8.             On June 15, 2016 as part of a three-corner amalgamation, International Datacasting Corporation (IDC), a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland (the Reporting Jurisdictions), and 9711350 Canada Inc., a wholly owned subsidiary of the Applicant, amalgamated (the Arrangement). The Arrangement was approved by the shareholders of IDC and the directors of the Applicant.

 

9.             As part of the Arrangement, the shareholders of IDC exchanged their shares for shares and warrants of the Applicant as follows:

 

(a)           for every ten (10) shares of IDC, the shareholder received one (1) common share of the Applicant;

 

(b)           for every five (5) shares of IDC, the shareholder received one (1) warrant to purchase a common share of the Applicant;

 

(c)           for every one (1) share of IDC, the shareholder received one (1) redeemable preferred share of the Applicant.

 

10.          The redeemable preferred shares were redeemed for cash immediately on closing of the Arrangement. The amalgamated entity retained the name of the predecessor IDC. The Applicant is the sole shareholder of the IDC.

 

11.          On June 20, 2016, the TSX-V delisted the shares of IDC. On July 11, 2016, IDC filed an application for an order that it is not a reporting issuer in the Reporting Jurisdictions.

 

12.          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.

 

13.          The Applicant has determined that it has a significant connection to Ontario. The Applicant’s Chief Financial Officer is located in Ontario, and a significant number of registered shareholders of the Applicant are located in Ontario.

 

14.          Neither the Applicant nor any of its officers, directors, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, 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;

 

(b)           entered into a settlement agreement with a Canadian securities regulatory authority; or

 

(c)           been the subject of 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.

 

15.          Neither the Applicant nor any of its officers, directors, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been subject to:

 

(a)           any known ongoing or concluded investigations 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)           any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or appointment of a receiver, receiver-manager or trustee, within the past 10 years.

 

16.          Neither any of the officers or directors of the Applicant, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been an officer or director of any other issuer which is, or was at the time of the two events described in (a) and (b) below (if applicable), subject to:

 

(a)           any cease trade order or similar order, or order that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the past 10 years; or

 

(b)           any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or appointment of a receiver, receiver-manager or trustee, within the past 10 years.

 

17.          As of the date hereof, the Applicant is not on the default list of the securities regulatory authority in any jurisdiction in Canada in which it is a reporting issuer.

 

18.          The principal regulator of the Applicant will continue to be British Columbia.

                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 Applicant is a reporting issuer for the purposes of Ontario securities law.

                DATED this 31st day of October, 2016.

“Winnie Sanjoto”

Manager, Corporate Finance

Ontario Securities Commission