National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions -- Application by an issuer for a revocation of cease trade orders issued by the Commission and British Columbia Securities Commission -- cease trade order issued because the issuer had failed to file certain continuous disclosure materials required -- defaults subsequently remedied by bringing continuous disclosure filings up-to-date -- Ontario opt-in to revocation order issued by British Columbia Securities Commission, as principal regulator.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c.S.5, as am., ss.127 and 144.
National Policy 11-207 Failure to File Cease Trade Orders and Revocations in Multiple Jurisdiction.
Citation: 2019 BCSECCOM 285
DMG BLOCKCHAIN SOLUTIONS INC.
UNDER THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO (Legislation)
¶ 1 DMG Blockchain Solutions Inc. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the regulator in each of British Columbia (the Principal Regulator) and Ontario (each a Decision Maker) respectively on February 1, 2019.
¶ 2 The Issuer has applied to each of the Decision Makers under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (NP 11-207) for an order revoking the FFCTOs.
¶ 3 This order is the order of the Principal Regulator and evidences the decision of the Decision Maker in Ontario.
¶ 4 Terms defined in National Instrument 14-101 Definitions or in NP 11-207 have the same meaning if used in this order, unless otherwise defined.
¶ 5 The decision is based on the following facts represented by the Issuer:
(a) The Issuer was incorporated under the Business Corporations Act (British Columbia) on April 18, 2011.
(b) On February 9, 2018, the Issuer previously known as Aim Explorations Ltd. closed its qualifying transaction in a reverse take over transaction where all of the issued and outstanding shares, warrants and options of the Issuer were exchanged for shares of DMG Blockchain Solutions Inc. Following the reverse take over transaction, the Issuer was renamed DMG Blockchain Solutions Inc.
(c) The Issuer is a reporting issuer in the provinces of British Columbia, Alberta and Ontario.
(d) The Issuer's authorized capital consists of an unlimited number of common shares, of which 93,448, 981 common shares are issued and outstanding on a non-diluted basis.
(e) The common shares are listed on the TSX Venture Exchange but were suspended from trading on January 29, 2019. The common shares of the Issuer remain suspended as of the date hereof. The common voting shares are not listed or quoted on any other exchange or market in Canada or elsewhere.
(f) The FFCTO was issued due to the failure of the Issuer to file with the Principal Regulator and the Decision Maker the following period disclosure as required by the Securities Act, R.S.B.C. 1996, c. 418:
(i) annual audited financial statements for the year ended September 30, 2018;
(ii) annual management's discussion and analysis for the year ended September 30, 2018; and
(iii) certification of the annual filings for the year ended September 30, 2018
(the Financial Statements).
(g) The Financial Statements were not filed due to unanticipated delays in the preparation and audit of the audited annual financial statements.
(h) The Financial Statements have now been filed with the Principal Regulator and the Decision Maker.
(i) The Issuer is up to date in its continuous disclosure obligations, has paid all outstanding filing fees associated therewith and has complied with the requirements of National Instrument 51-102 Continuous Disclosure Obligations regarding delivery of financial instruments.
(j) The Issuer has not changed its business since the date of the FFCTO.
¶ 6 Each of the Decision Makers is satisfied that the order to revoke the FFCTO meets the test set out in the Legislation for the Decision Marker to make the decision.
¶ 7 The decision of the Decision Makers under the Legislation is that the FFCTO is revoked.
¶ 8 August 28, 2019
DMG Blockchain Solutions Inc.c/o Nick Ayling Law Corporation605 -- 815 Hornby StreetVancouver BC V6Z 2E6Email: firstname.lastname@example.orgStock Transfer DepartmentComputershare Investor Services Inc.510 Burrard Street 3rd FloorVancouver BC V6C 3B9Fax No.: (604) 661-9401