Section 144 of the Securities Act (Ontario) -- application for a partial revocation of a cease trade order -- issuer cease traded due to failure to file audited annual financial statements -- issuer has applied for a partial revocation of the cease trade order to permit the issuer to proceed with a private placement under prospectus exemptions -- issuer will use proceeds from private placement to prepare and file continuous disclosure documents and pay related fees -- partial revocation granted subject to conditions.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am. ss. 127, 144.
National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.
Citation: 2020 BCSECCOM 433
Partial Revocation Order
Vatic Ventures Corp.
Under the securities legislation of British Columbia and Ontario (the Legislation)
¶ 1 Vatic Ventures Corp. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the regulator of the British Columbia Securities Commission (the Principal Regulator) and Ontario (each a Decision Maker) respectively on August 18, 2020
¶ 2 The Issuer has applied to each of the Decision Makers for a partial revocation order of the FFCTO.
¶ 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 National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions have the same meaning if used in this order, unless otherwise defined.
¶ 5 This decision is based on the following facts represented by the Issuer:
a. The issuer was incorporated under the Business Corporations Act (British Columbia) on October 30, 2007.
b. The Issuer's head office is in Vancouver, British Columbia.
c. The Issuer is currently a reporting issuer in British Columbia, Alberta and Ontario.
d. The Issuer's authorized share capital consists of an unlimited number of common shares without par value. The Issuer currently has 43,823,967 common shares issued and outstanding.
e. The FFCTO was issued due to the failure of the Issuer to file its annual audited financial statements, annual management's discussion and analysis and certificate of annual filings for the year ended February 29, 2020 (the Unfiled Documents).
f. Subsequent to the failure to file the Unfiled Documents, the Issuer has not filed any further financial statements or any continuous disclosure documents required by applicable securities legislation (together with the Unfiled Documents, the Unfiled Continuous Disclosure).
g. Other than the failure to file the Unfiled Continuous Disclosure, the Issuer is not in default of the securities legislation in any jurisdiction and the Issuer's SEDAR and SEDI filings are up to date.
h. The Issuer is seeking a partial revocation of the FFCTO in order to complete a convertible debenture financing (the Convertible Debenture) of 1,016 convertible debentures, with a price of $100 per debenture, at a conversion rate equal to a 15% discount to the price at which the Issuer completes its next financing at no additional cost to the holder per debenture, for gross proceeds of $101,600. The Convertible Debenture may only be converted after the full revocation of the FFCTO.
i. The Convertible Debenture will be offered to various subscribers in British Columbia, Alberta, and Ontario relying on the accredited investor exemption contained in section 2.3 of National Instrument 45-106 Prospectus Exemptions (NI 45-106) and the family, friends, and business associates exemption contained in section 2.5 of NI 45-106.
j. Finder's fees in connection with the convertible debenture financing may be paid in the amount of 10% cash and 10% finder's warrants. Any finder's warrants issued pursuant to the Convertible Debenture may only be converted after the full revocation of the FFCTO.
k. The Convertible Debenture will not result in the creation of a new control person of the Issuer.
l. The Issuer seeks to conduct the Convertible Debenture to raise sufficient funds to prepare and file all outstanding financial statements and continuous disclosure records, obtain TSXV approval of the Convertible Debenture, pay accounts payable necessary to keep the Issuer operational, and provide the Issuer with sufficient working capital to continue its operations until it can apply for and receive a full revocation of the FFCTO.
m. The Issuer intends to use the proceeds from the Convertible Debenture as follows:
Legal fees, accounting fees, and general administrative expenses related to the filing of all outstanding continuous disclosure documents
Transfer agent and stock exchange fees
Regulatory late filing and participations fees
n. As the Convertible Debenture would involve a trade of securities and acts in furtherance of trades, the Convertible Debenture cannot be completed without a partial revocation of the FFCTO.
o. The Issuer reasonably expects that the proceeds raised from the Convertible Debenture will be sufficient to bring its continuous disclosure up to date and to apply for a full revocation of the FFCTO and pay all outstanding fees.
p. The Convertible Debenture will be completed in accordance with all applicable laws.
q. Upon issuance of this order, the Issuer will issue a press release announcing the order and the intention to complete the Convertible Debenture. Upon completion of the Convertible Debenture, the Issuer will issue a press release and file a material change report. As other material events transpire, the issuer will issue appropriate press releases and file material change reports as applicable.
¶ 6 Each of the Decision Makers is satisfied that a partial revocation order of the FFCTO meets the test set out in the Legislation for the Principal Regulator to make the decision.
¶ 7 The decision of the Decision Makers under the Legislation is that the FFCTO is partially revoked as it applies to the Issuer solely to permit the Convertible Debenture, provided that prior to the completion of the Convertible Debenture, the Issuer will:
(i) provide each investor in the Convertible Debenture with a copy of the FFCTO;
(ii) provide each investor in the Convertible Debenture with a copy of this Partial Revocation Order; and
(iii) obtain a signed and dated acknowledgement from each investor in the Convertible Debenture clearly states that the Convertible Debenture will remain subject to the FFCTO until a full revocation order is granted, and that a partial revocation of the FFCTO does not guarantee the issuance of a full revocation order in the future.
¶ 8 October 28, 2020