E Ventures Inc.
Section 144 of the Securities Act (Ontario) -- application for a partial revocation of a cease trade order issued by the Commission -- issuer cease traded due to failure to file certain continuous disclosure documents required by Ontario securities law- issuer has applied for a partial revocation of the cease trade order to permit the issuer to proceed with a private placement of common shares-issuer will use proceeds from private placement to prepare and file continuous disclosure documents and pay related fees -- partial revocation granted subject to conditions.
Director's caution letter issued in response to inaccurate statements made in application materials.
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, c. S.5, AS AMENDED (the Act) AND IN THE MATTER OF E VENTURES INC.
ORDER (Section 144)
WHEREAS the securities of E Ventures Inc. (the Applicant or Issuer) are subject to a cease trade order issued by the Director dated May 23rd, 2003, pursuant to paragraph 2 of subsection 127(1) and subsection 127(4.1) of the Act (the ON Cease Trade Order), directing that all trading in the securities of the Applicant cease until the ON Cease Trade Order is revoked by the Director;
AND WHEREAS the Applicant has applied to the Ontario Securities Commission (the Commission) for a partial revocation of the ON Cease Trade Order pursuant to section 144 of the Act;
AND UPON the Applicant having represented to the Commission that:
1. The Issuer was incorporated as "Copper Prince Mines Limited" under the Business Corporations Act (Ontario) on February 5, 1951. The articles were amended to change the name to "Copper Prince Resources Inc." on June 29, 1981, to "Churchill Growth AA Industrial/Communications Inc." on July 3, 1986, to "The Telecommerce Corporation on June 29, 1987, and finally to "E Ventures Inc." on February 25, 1999.
2. The Issuer's registered office is located at 60 Bristol Road East, Suite 470, Mississauga, Ontario, L4Z 3K8, and its principal place of business is located at 31 Sunset Trail, Toronto, Ontario, M9M 1J4.
3. The Issuer is a reporting issuer under the securities legislation of the province of Ontario. The Issuer is not a reporting issuer in any other jurisdiction in Canada.
4. The Issuer's authorized share capital consists of an unlimited number of common shares (the Common Shares). The Issuer currently has 5,840,070 Common Shares issued and outstanding. Other than the issued and outstanding Common Shares, the Issuer has no securities outstanding.
5. The Issuer's securities are not listed on any stock exchange or quotation system. Previously, the Issuer was listed on the Canadian Unlisted Board (the CUB), under the trading symbol EVTR. Trading in the securities of the Issuer was halted following the issuance of the FFCTO. The Issuer was subsequently delisted from the CUB.
6. The ON Cease Trade Order was issued as a result of the Applicant's failure to file the following continuous disclosure materials as required by Ontario securities law:
(a) audited annual financial statements for the year ended December 31, 2002;
(b) management's discussion and analysis (MD&A) relating to the audited annual financial statements for the year ended December 31, 2002;
(c) certificates required to be filed in respect of the financial statements referred to in subparagraph (a) above as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109);
(collectively, the Unfiled Documents).
7. The Unfiled Documents were not filed in a timely manner as a result of financial difficulties.
8. Subsequent to the failure to file the Unfiled Documents, the Applicant also failed to file the following documents:
(a) annual audited financial statements for the years ended December 31, 2003 to December 31, 2021;
(b) interim unaudited financial reports for the interim periods ended March 31, 2003, to September 30, 2022;
(c) MD&A relating to the annual audited financial statements and interim unaudited financial reports referred to in subparagraphs (a) and (b) above; and
(d) certificates required to be filed in respect of the financial statements referred to in subparagraphs (a) and (b) above under NI 52-109
(e) disclosure required by Form 51-102F6V Statement of Executive Compensation -- Venture Issuers for the years ended December 31, 2003 to December 31, 2021;
(f) disclosure required by Form 52-110F2 Disclosure by Venture Issuers, for the years ended December 31, 2003 to December 31, 2021; and
(g) disclosure required by Form 58-101F2 Corporate Governance Disclosure (Venture Issuers), for the years ended December 31, 2003 to December 31, 2021.
(together with the Unfiled Documents, the Unfiled Continuous Disclosure).
9. The Applicant is seeking a partial revocation of the ON Cease Trade Order to permit the Applicant to complete a private placement (the Private Placement) of an amount up to $233,000 by way of the issuance of up to 116,500,000 Common Shares at a price of $0.002 per Common Share;
10. Each distribution made in respect of the Private Placement will comply with the accredited investor prospectus exemption contained in section 73.3 of the Act and section 2.3 of National Instrument 45-106 Prospectus Exemptions.
11. Jon Bridgman, the President and director of the Issuer, is a "related party" (as that term is defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101)) and the Private Placement is a "related party transaction" pursuant to subsection (g) of the definition of that term in MI 61-101. The Applicant is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Applicant is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on Section 5.5(b) of MI 61-101 as the Applicant is not listed on a specified market. Additionally, the Applicant is exempt from minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(b) of MI 61-101 as the fair market value of the Private Placement is not more than $2,500,000. There are no approvals in respect of, or in connection with, the Private Placement that must be obtained at a meeting of securityholders of the Applicant
12. The Private Placement is intended to take place in Ontario.
13. The Applicant intends to use the proceeds of the Private Placement to resolve outstanding fees, prepare audited financial statements and pay all other costs associated with applying for a full revocation of the ON Cease Trade Order.
14. The Applicant intends to prepare and file continuous disclosure documents and pay all outstanding fees within a reasonable period of time following the completion of the Private Placement. The Applicant also intends to apply to the applicable securities regulators to have the ON Cease Trade Order fully revoked.
15. Other than the failure to file the Unfiled Continuous Disclosure, the Applicant is not in default of any of the requirements of the Act or the rules and regulations made pursuant thereto. The Applicant's SEDAR and SEDI profiles are up to date.
16. The Applicant intends to allocate the proceeds from the Private Placement as follows:
Accounting, audit and legal fees associated with the preparation and filing of the relevant continuous disclosure documents, as well as the preparation of the materials for the annual meeting, the Private Placement, and the applications for the partial revocation order and the full revocation order:
Filing fees associated with obtaining the partial revocation order and the full revocation order, including fees payable to the applicable regulators, including the Commission:
Outstanding transfer agent fees:
17. The Applicant reasonably believes that the Private Placement will be sufficient to bring its continuous disclosure obligations up to date and pay all related outstanding fees.
18. As the Private Placement would involve a trade of securities and acts in furtherance of trades, the Private Placement cannot be completed without a partial revocation of the ON Cease Trade Order.
19. The Private Placement will be completed in accordance with all applicable laws.
20. Prior to completion of the Private Placement, the Applicant will:
(a) provide any subscriber to the Private Placement: with
(i) a copy of the ON Cease Trade Order;
(ii) a copy of the partial revocation order for which the application has been made; and
(b) obtain from each subscriber a signed and dated acknowledgment which clearly states that all of the Applicant's securities, including the securities issued in connection with the Private Placement, will remain subject to the ON Cease Trade Order, and that the issuance of a partial revocation order does not guarantee the issuance of a full revocation order in the future.
21. Upon issuance of this order, the Applicant will issue a press release announcing the order and the intention to complete the Private Placement. Upon completion of the Private Placement, the Applicant will issue a press release and file a material change report. As other material events transpire, the Applicant will issue appropriate press releases and file material change reports as applicable.
AND UPON considering the application and the recommendations of staff of the Commission;
AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;
IT IS ORDERED, pursuant to Section 144 of the Act, that the ON Cease Trade Order is partially revoked solely to permit the trades in securities of the Applicant (including for greater certainty, acts in furtherance of trades in securities of the Applicant) that are necessary for and are in connection with the Private Placement, provided that:
(a) prior to completion of the Private Placement, the Applicant will:
(i) provide to each subscriber under the Private Placement a copy of the ON Cease Trade Order;
(ii) provide to each subscriber under the Private Placement a copy of this order; and
(iii) obtain from each subscriber under the Private Placement a signed and dated acknowledgment, which clearly states that all of the Applicant's securities, including the securities issued in connection with the Private Placement, will remain subject to the ON Cease Trade Order, and that the issuance of a partial revocation order does not guarantee the issuance of a full revocation order in the future.
(b) The Applicant will make available a copy of the written acknowledgements referred to in paragraph (a)(iii) to staff of the Commission on request; and
(c) This order will terminate on the earlier of the closing of the Private Placement and 60 days from the date hereof.
DATED this March 23, 2023