Eat Well Investment Group Inc.

April 11, 2025

Order

Headnote

National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions -- 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.

Citation: 2025 BCSECCOM 150

PARTIAL REVOCATION ORDER

EAT WELL INVESTMENT GROUP INC.

UNDER THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO (the Legislation)

Background

¶ 1 Eat Well Investment Group Inc. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the regulator or securities regulatory authority in each of British Columbia (the Principal Regulator) and Ontario (each a Decision Maker) respectively on July 7, 2023.

¶ 2 The Issuer has applied to each of the Decision Makers for a partial revocation order of the FFCTO to permit the Issuer to complete the Private Placement (as defined below).

¶ 3 This order is the order of the Principal Regulator and evidences the decision of the Decision Maker in Ontario.

Interpretation

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.

Representations

¶ 4 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 23, 2007 under the name "Blue Cove Capital Corp.". The Issuer changed its name to "CuOro Resources Corporation" on April 18, 2011 and to "Rockshield Capital Corp." on May 30, 2014. On September 2, 2021, the Issuer changed its name to Eat Well Investment Group Inc.
b) The Issuer is a reporting issuer in the provinces of British Columbia, Alberta and Ontario (the Reporting Jurisdictions). The British Columbia Securities Commission is the Issuer's Principal Regulator. The Issuer's head office is located at 1305, 1090 West Georgia Street, Vancouver, British Columbia V6E 3V7.
c) The Issuer's authorized share capital consists of an unlimited number of common shares (each, a Common Share) without par value, of which 169,661,148 Common Shares are issued and outstanding.
d) The Common Shares are listed and posted for trading on the Canadian Securities Exchange under the symbol "EWG", the OTC Market under the symbol "EWGFF" and on the Frankfurt Stock Exchange under the symbol "6BC0". Trading of the Common Shares and all other securities of the Issuer has been halted because of the FFCTO.
e) The FFCTO was issued against the Issuer due to the failure of the Issuer to file:
(i) annual audited financial statements and management's discussion and analysis for the year ended December 31, 2022 (the 2022 Financial Filings);
(ii) certification of 2022 Financial Filings for the year ended December 31, 2022 (the 2022 Certifications and together with the 2022 Financial Filings, the 2022 Annual Filings);
(iii) an interim financial report and management's discussion and analysis for the period ended March 31, 2023 (the March 2023 Financial Filings); and
(iv) certification of the March 2023 Financial Filings for the period ended March 31, 2023 (together with the March 2023 Financial Filings, the March 2023 Interim Filings).
f) The Issuer filed the 2022 Annual Filings on July 2, 2024. However, the Issuer has failed to file the March 2023 Interim Filings.
g) In addition, following the FFCTO, the Issuer has failed to file:
(i) annual audited financial statements for the year ended December 31, 2023;
(ii) management's discussion and analysis for the year ended December 31, 2023;
(iii) certification of annual filing for the year ended December 31, 2023;
(iv) interim financial reports for the periods ended June 30, 2023, September 30, 2023, March 31, 2024, June 30, 2024 and September 30, 2024;
(v) management's discussion and analysis for the periods ended June 30, 2023, September 30, 2023, March 31, 2024, June 30, 2024 and September 30, 2024; and
(vi) certifications of interim filings for the periods ended June 30, 2023, September 30, 2023, March 31, 2024, June 30, 2024 and September 30, 2024
(collectively, the Subsequent Unfiled Documents and together with the March 2023 Interim Filings, the Required Filings).
h) The Issuer's failure to file the Required Filings in a timely manner arose as a consequence of financial difficulties.
i) Other than the failure to file the Required Filings, the Issuer is not in default of any of the requirements of the Legislation, and the Issuer's SEDAR+ and SEDI profiles are up to date.
j) The Issuer has made an application to the Decision Makers for a partial revocation of the FFCTO solely to permit the Issuer to complete a non-brokered private placement of up to 15,000,000 units of the Issuer (each a, Unit) at a price of $0.10 per Unit for aggregate gross proceeds of $1,500,000 (the Private Placement). Each Unit is comprised of one Common Share and one Common Share purchase warrant (each a, Warrant), of which each Warrant is exercisable to acquire one Common Share (each a, Warrant Share) at a price of $0.12 per Warrant Share for a period of 36 months from the date of closing of the Private Placement.
k) The Issuer expects the Units to be issued to investors located in Alberta, British Columbia and Ontario and offshore jurisdictions including the Cayman Islands, Panama, and Bahamas (each, an Investor).
l) The Issuer intends to rely on prospectus exemptions provided for under Section 2.3 (accredited investor) and Section 2.5 (family, friends and business associates) of National Instrument 45-106 Prospectus Exemptions to complete the Private Placement.
m) The proceeds of the Private Placement will be used to complete the filing of the Required Filings and all other outstanding continuous disclosure documents (including the annual audited financial statements, management's discussion and analysis and related certifications for the year ended December 31, 2024), cover essential expenses, and subsequently apply for a full revocation of the FFCTO within a reasonable time, among other things, as outlined in the following table:
Use of Proceeds of the Private Placement Approx. Cash Amount (CAD$)
1. Accounting Fees $604,000
2. Audit Fees $280,000
3. Regulatory and late filing fees $150,000
4. Legal fees $125,000
5. Essential operating expenses $198,000
6. Unallocated working capital and general and administrative expenses $143,000
Total: $1,500,000
n) The Private Placement would involve a trade of securities of the Issuer, which cannot be completed without a partial revocation of the FFCTO.
o) Upon issuance of the Partial Revocation Order, the Issuer will issue a press release announcing the Partial Revocation Order and the Issuer's intention to complete the Private Placement. Upon completion of the Private Placement, the Issuer will issue a press release and file a material change report.
p) The Issuer reasonably expects that effecting the Private Placement will be sufficient to bring its continuous disclosure up to date and pay all outstanding related fees and provide it with sufficient working capital to continue its business, and to apply for a full revocation of the FFCTO.
q) After completing the Private Placement and filing of the Required Filings, the Issuer intends to apply to the Decision Makers for a full revocation of the FFCTO.
r) The Issuer does not have any revocation applications currently in progress in any other jurisdiction.
s) 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 the Issuer's SEDAR+ profile.

	Use of Proceeds of the Private Placement	Approx. Cash Amount (CAD$)
1.	Accounting Fees	$604,000
2.	Audit Fees	$280,000
3.	Regulatory and late filing fees	$150,000
4.	Legal fees	$125,000
5.	Essential operating expenses	$198,000
6.	Unallocated working capital and general and administrative expenses	$143,000
	Total:	$1,500,000

Order

¶ 5 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 Decision Makers to make the decision.

¶ 6 The decision of the Decision Makers under the Legislation is that the FFCTO is partially revoked solely to permit the Issuer to complete the Private Placement, provided that:

a) prior to the completion of the Private Placement, the Issuer will provide:
(i) to each of the Investors a copy of the FFCTO and a copy of this Partial Revocation Order; and
(ii) written notice to each of the Investors that the securities of the Issuer will remain subject to the FFCTO until such time as a full revocation is gran ted and that the granting of any partial revocation does not guarantee the issuance of a full revocation order in the future;
b) the Issuer will obtain from each Investor a signed and dated acknowledgment which states that the securities of the Issuer acquired by the Investor will remain subject to the FFCTO until a full revocation order is granted, the issuance of which is not certain; and
c) upon request, the Issuer will provide to staff of the Principal Regulator a copy of the signed acknowledgements referenced above.

¶ 7 April 11, 2025

"Larissa M. Streu"
Manager, Corporate Disclosure
Corporate Finance

TO :

Eat Well Investment Group Inc.
1305 -- 1090 West Georgia Street
Vancouver BC V6E 3V7
Email: [email protected]

Arman Farahani
McMillan LLP
1500 -- 1055 West Georgia Street
Vancouver BC V6E 4N7
Email: [email protected]

Stock Transfer Department
Computershare Trust Company of Canada
Floor 3 -- 510 Burrard Street
Vancouver BC V6C 3B9
Email: [email protected]

OSC File #: 2025/0153