Greenbank Capital Inc.
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.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 144.
National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.
January 31, 2020
GREENBANK CAPITAL INC.
REVOCATION ORDER Under the securities legislation of Ontario (THE LEGISLATION)
1. Greenbank Capital Inc. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the Ontario Securities Commission, its principal regulator (the Principal Regulator) on December 4, 2018.
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.
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.
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 (British Columbia).
(b) The Issuer's head office is locted at 100 King Street West, Suite 5700, Toronto, Ontario.
(c) This Issuer is a reporting issuer in the provinces of Ontario, British Columbia and Alberta.
(d) The Issuer's authorized capital consists of an unlimited number of common shares. As of January 27, 2020, 27,570,866 common shares are issued and outstanding.
(e) The common shares are listed for trading on the Canadian Securities Exchange (CSE) under the symbol "GBC", the US OTC Markets under the symbol "GRNBF" and the Deutsche Börse Frankfurt under the symbol "2TL". The common shares remain suspended on the CSE as of the date hereof. The common shares are not listed, quoted or traded on any other exchange, marketplace or other facility for bringing together buyers and sellers in Canada or elsewhere.
(f) The FFCTO was issued due to the failure of the Issuer to file the following, within the required timeframe:
(i) annual audited financial statements for the year ended July 31, 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 July 31, 2018, as required under NI 51-102; and
(iii) certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuer's Annual and Interim Filings (NI 52-109).
(g) Since the issuance of the FFCTO, the Issuer also failed to file the following, within the required timeframe:
(i) interim financial report and interim MD&A for the interim period ended October 31, 2018, as required under NI 51-102;
(ii) interim financial report and interim MD&A for the interim period ended January 31, 2019, as required under NI 51-102;
(iii) interim financial report and interim MD&A for the interim period ended April 30, 2019, as required under NI 51-102;
(iv) annual audited financial statements and annual MD&A for the year ended July 31, 2019, as required under NI 51-102;
(v) interim financial report and interim MD&A for the interim period ended October 31, 2019, as required under NI 51-102; and
(vi) 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 (f) and (g) above on SEDAR. The Issuer is up-to-date with all of its continuous disclosure obligations.
(i) While the FFCTO was in effect, the Issuer entered into three loan agreements with a principal securityholder. Other than these loans, the Issuer is not in default of any of its obligations under the FFCTO.
(j) The Issuer is not in default of any requirements under the Legislation or the rules and regulations made pursuant to the Legislation.
(k) 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.
(l) The Issuer has complied with all annual meeting requirements, with its most recent annual meeting held on July 19, 2018 and with an extension granted with respect to its 2019 meeting. The Issuer has given the Principal Regulator a written undertaking to hold an annual meeting within 3 months of the date on which the FFCTO is revoked.
(m) 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.
(n) Since the issuance of the FFCTO, there have been no material changes in the business, operations or affairs of the Issuer that 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(l) and outlining the Issuer's future plans.
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.