Securities Law & Instruments

Headnote

National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions -- Application by an issuer for a revocation of a cease trade order issued by the Commission -- cease trade order issued because the issuer failed to file certain continuous disclosure materials required by Ontario securities law -- defaults subsequently remedied by bringing continuous disclosure filings up-to-date -- Issuer has provided an undertaking to the Commission that it will not complete (a) a restructuring transaction involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada, (b) a reverse takeover with a reverse takeover acquiror that has a direct or indirect, existing or proposed, material underlying business which is not located in Canada, or (c) a significant acquisition involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada, unless the issuer files a preliminary prospectus and a final prospectus with the Ontario Securities Commission and obtains receipts for the preliminary prospectus and the final prospectus from the Director under the Act.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 144.

January 24, 2020

BIOSENTA INC.

REVOCATION ORDER Under the securities legislation of Ontario (the Legislation)

Background

1. Biosenta Inc. (the Issuer or Biosenta) is subject to a failure-to-file cease trade order (the FFCTO) issued by the Ontario Securities Commission (the Principal Regulator) on February 1, 2019.

2. The Issuer has applied to the Principal Regulator under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (NP 11--207) for an order revoking the FFCTO.

Interpretation

3. 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.

Representations

4. This decision is based on the following facts represented by the Issuer:

(a) The Issuer was incorporated under and is governed by the Business Corporations Act (Ontario).

(b) The Issuer's head office is located at 18 Wynford Drive, Suite 704, Toronto ON.

(c) The Issuer is a reporting issuer in the provinces of Ontario and British Columbia.

(d) The Issuer's authorized capital consists of an unlimited number of common shares. As of November 12, 2019, 14,096,074 shares are issued and outstanding.

(e) The common shares are listed for trading on the Canadian Securities Exchange under the symbol "ZRO". The common shares remain suspended as of the date hereof. The common shares are not listed/quoted, or traded on any other exchange, marketplace or other facility in Canada or elsewhere.

(f) The FFCTO was issued due to the failure of the Issuer to file the following with the Principal Regulator within the required timeframe:

(i) Annual audited financial statements for the year ended September 30, 2018, as required under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102);

(ii) Annual management's discussion and analysis (MD&A) related to the financial statements for the year ended September 30, 2018, as required under NI 51-102; and

(iii) Certification of the annual filings for the year ended September 30, 2018, as required under National Instrument 52-109 Certification of Disclosure in Issuer (NI 52--109).

(g) Since the issuance of the FFCTO, the Issuer also failed to file, within the timeframe stipulated by applicable legislation:

(i) interim financial report and interim MD&A for the interim period ended December 31, 2018;

(ii) interim financial report and interim MD&A for the interim period ended March 31, 2019; and

(iii) certification of the foregoing filings as required by NI 52-109.

(h) The Issuer has now filed all outstanding continuous disclosure documents referred to in paragraphs 4(f) and (g), above, with the Principal Regulator. The Issuer is: (i) up-to-date with all of its continuous disclosure obligations; (ii) not in default of any of its obligations under the FCCTO; and (iii) not in default of any requirements under the Legislation or the rules and regulations made pursuant to the Legislation.

(i) The Issuer has paid all outstanding activity, participation and late filing fees that are required to be paid and has filed all forms associated with these payments.

(j) The Issuer has complied with all annual meeting requirements, with its most recent annual meeting held on May 28, 2019.

(k) The Issuer's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) and the System for Electronic Disclosure by Insiders are up-to-date.

(l) The Issuer is not considering, nor is it involved in any discussions relating to a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.

The Issuer has given the Principal Regulator a written undertaking that the Issuer will not complete:

(i) a restructuring transaction involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada,

(ii) a reverse takeover with a reverse takeover acquirer that has a direct or indirect, existing or proposed, material underlying business which is not located in Canada, or

(iii) A significant acquisition involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada.

unless

a) The Applicant files a preliminary prospectus and a final prospectus with the Commission and obtains receipts for the preliminary and final prospectus from the Director under the Act,

b) The Applicant files or delivers with the preliminary prospectus and the final prospectus the documents required by Part 9 of National Instrument 41-101 General Prospectus Requirements (NI 41--101) including a completed personal information form and authorization in the form set out in Appendix A of NI 41-101 for each current and incoming director, executive officer and promoter of the Issuer, and

c) The preliminary prospectus and final prospectus containing the information required by applicable securities legislation, including the information required for a probable restructuring transaction, reverse takeover or significant acquisition (as applicable).

(n) Since the issuance of the FFCTO, there have been no material changes in the business, operations or affairs of the Issuer which have not been disclosed by news release and/or material change report and filed on SEDAR.

(o) Upon the revocation of the FFCTO, the Issuer will issue a news release announcing the revocation of the FFCTO, describing the undertaking referenced in 4(m) and outlining the Issuer's future plans.

Order

5. The Principal Regulator is satisfied that the order to revoke the FFCTO meets the test set out in the Legislation for the Principal Regulator to make the decision.

6. The decision of the Principal Regulator under the Legislation is that the FFCTO is revoked.

"Michael Balter"
Manager, Corporate Finance
Ontario Securities Commission