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.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., 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 ENDOCAN SOLUTIONS INC.
ORDER (Section 144 of the Act)
WHEREAS the securities of Endocan Solutions Inc. (formerly Worldwide Marijuana Inc.) (the Applicant) are subject to a cease trade order dated May 6, 2016, 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, shall cease until the Ontario Cease Trade Order is revoked by the Director.
AND WHEREAS the Ontario Cease Trade Order was made because 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 under section 144 of the Act for a full revocation of the Ontario Cease Trade Order.
AND UPON the Applicant having represented to the Commission that:
1. The Applicant was incorporated on May 11, 2011 under the Business Corporations Act (British Columbia).
2. The Applicant's head office is located at 1400 -- 1040 West Georgia Street, Vancouver, BC V6E 4H1.
3. The Applicant is a junior development company in the marijuana sector.
4. The Applicant is a reporting issuer under the securities legislation of the provinces of British Columbia and Ontario (the Reporting Jurisdictions). The Applicant is not a reporting issuer in any other jurisdiction in Canada. The Applicant's principal regulator is the British Columbia Securities Commission (the BCSC).
5. The Applicant's authorized share capital consists of an unlimited number of common shares, without nominal or par value (the Common Shares). As of the date hereof, there are 2,323,855 Common Shares issued and outstanding.
6. The Applicant has no other securities, including debt securities, issued and outstanding.
7. The Common Shares were suspended from trading on the CSE on August 18, 2016. The Common Shares have not been and are not currently listed on any other exchange or market in Canada or elsewhere.
8. The Ontario Cease Trade Order was issued as a result of the Applicant's failure to file its annual audited financial statements, the accompanying management's discussion and analysis (MD&A) and related certifications of annual filings as required by National Instrument 52-109 Certification of Disclosure in the Issuer's Annual and Interim Filings (NI 52-109) for the fiscal year ended October 31, 2015 (the 2015 Annual Filings).
9. The Applicant is also subject to a cease trade order issued by the BCSC dated May 3, 2016 (the BC Cease Trade Order) (collectively with the Ontario Cease Trade Order, the Cease Trade Orders).
10. The Applicant has concurrently applied to the BCSC for a full revocation of the BC Cease Trade Order.
11. Subsequent to the issuance of the Ontario Cease Trade Order, the Applicant failed to file in the Reporting Jurisdictions the following continuous disclosure documents within the prescribed time-frame in accordance with the requirements of applicable securities laws:
i. all audited annual financial statements, accompanying MD&A and related NI 52-109 certificates for the financial years ended October 31, 2016 to October 31, 2017; and
ii. all unaudited interim financial statements, accompanying MD&A and related NI 52-109 certificates for the interim periods ended January 31, 2016 through July 31, 2018.
12. Since the issuance of the Ontario Cease Trade Order, the Applicant has filed in the reporting Jurisdictions:
i. the consolidated audited financial statements, accompanying MD&A and related NI 52-109 certificates for each of the fiscal years ended October 31, 2015, 2016, 2017 and 2018; and
ii. the unaudited interim financial statements, accompanying MD&A and related NI 52-109 certificates for the interim periods ended January 31, 2018 and 2019, April 30, 2018 and 2019, and July 31, 2018 and 2019.
13. The Applicant has not filed unaudited interim financial statements, accompanying MD&A, and related NI 52-109 certificates for the interim periods ended January 31, 2016 to July 31, 2017 (collectively the Outstanding Filings) and has requested the Commission to exercise its discretion in accordance with section 6 of National Policy 12-202 Revocation of a Compliance-related Cease Trade Order and elect not to require the Applicant to file the Outstanding Filings.
14. Except for the Outstanding Filings, the Applicant is (i) up to date with all of its continuous disclosure obligations; (ii) not in default of any requirements under applicable securities legislation or the rules and regulations made pursuant thereto in any of the Reporting Jurisdictions, except for the existence of the Cease Trade Orders and that it has not held its annual general shareholders meeting for 2015, 2016, 2017 and 2018; and (iii) not in default of any of its obligations under the Ontario Cease Trade Order.
15. The Applicant has paid all outstanding activity, participation and late filing fees that are required to be paid.
16. The Applicant's issuer profile on the System for Electronic Document Analysis and Retrieval (SEDAR) profile and issuer profile supplement on the System for Electronic Disclosure by Insiders (SEDI) are current and accurate.
17. Since the issuance of the Cease Trade Orders, there have not been any material changes in the business, operations or affairs of the Applicant that have not been disclosed to the public.
18. The Applicant has given the Commission a written undertaking that it will hold an annual meeting of its shareholders within three months after the date on which the Ontario Cease Trade Order is revoked.
19. Upon the issuance of this revocation order and concurrent revocation order from the BCSC, the Applicant will issue a news release announcing the revocation of the Cease Trade Orders and concurrently file the news release and related 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 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 15th day of October, 2019.