ITOK Capital Corp. -- s. 144

Headnote

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.

Statutes Cited

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

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTER S. 5, AS AMENDED (the ACT) AND IN THE MATTER OF ITOK CAPITAL CORP.

ORDER (Section 144 of the Act)

WHEREAS the securities of ITOK Capital Corp. (the Filer) are subject to a temporary cease trade order made by the Director dated May 13, 2013 under paragraph 2 of subsection 127(1) and subsection 127(5) of the Act and a further cease trade order made by the Director dated May 27, 2013 pursuant to subsection 127(1) of the Act (together, the OSC CTO) directing that trading in the securities of the Filer cease until the OSC CTO is revoked.

AND WHEREAS the Filer has applied to the Ontario Securities Commission (the Commission) pursuant to section 144(1) of the Act for a full revocation of the OSC CTO (the Application);

AND UPON the Filer having represented to the Commission that:

1. The Filer was incorporated under the Business Corporations Act (Ontario) on January 21, 2005.

2. The Filer's registered and head office is located at 100 King Street West, Suite 6000, 1 First Canadian Place, Toronto, Ontario, M5X 1E2.

3. The Filer is a reporting issuer in Ontario, British Columbia and Alberta. The Filer is not a reporting issuer in any other jurisdiction in Canada.

4. The Filer's authorized share capital consists of an unlimited number of common shares (Common Shares) without par value and an unlimited number of non-voting preferred shares without par value. As of the date of this Order, the Filer had 1,333,332 Common Shares issued and outstanding and no non-voting preferred shares outstanding.

5. The Filer was originally a Capital Pool Company as defined in Exchange Policy 2.4 of the TSX Venture Exchange and listed on the TSX Venture Exchange on May 8, 2008. The Filer did not complete its Qualifying Transaction by May 12, 2010, in accordance with the Exchange Policies and its Common Shares were transferred to the NEX Exchange of the TSX Venture Exchange. The Common Shares were subsequently delisted from the NEX Exchange on January 30, 2014, for failure to pay the quarterly listing and maintenance fees. The Common Shares are not currently listed, quoted or traded on any other exchange, marketplace or other facility in Canada or elsewhere.

6. The OSC CTO was issued as a result of the Filer's failure to file its audited annual financial statements for the year ended December 31, 2012 and accompanying management's discussion and analysis (MD&A), within the timeframe required under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and certifications of the foregoing filings 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 due to financial difficulties. Subsequent to the failure to file the Unfiled Documents, the Filer also failed to file the following documents as required by Ontario securities law:

(a) annual audited financial statements, accompanying MD&As and NI 52-109 certificates for the years ended December 31, 2015, December 31, 2016, December 31, 2017, December 31, 2018 and December 31, 2019, as required under NI 51-102; and

(b) interim unaudited financial reports, accompanying MD&As and NI 52-109 certificates for the interim periods ended June 30, 2015, September 30, 2015, March 31, 2016, June 30, 2016, September 30, 2016, March 31, 2017, June 30, 2017, September 30, 2017, March 31, 2018, June 30, 2018, September 30, 2018, March 31, 2019, June 30, 2019, September 30, 2019 and March 31, 2020 as required under NI 51-102;

(together with the Unfiled Documents, the Unfiled Continuous Disclosure).

8. The Filer is also subject to a cease trade order of the British Columbia Securities Commission (the BCSC) dated May 13, 2013 issued in response to the Filer's failure to file its Unfiled Documents (the BCSC CTO).

9. The Filer is also subject to a cease trade order of the Alberta Securities Commission (the ASC) dated August 26, 2013 issued in response to the Filer's failure to file its Unfiled Documents (the ASC CTO, and together with the OSC CTO and the BCSC CTO, the CTOs).

10. The Filer has concurrently applied to the BCSC and ASC for an order for revocation of the BCSC CTO and ASC CTO, respectively.

11. Since the issuance of the OSC CTO, the Filer has filed the following Unfiled Continuous Disclosure on the System for Electronic Document Analysis and Retrieval (SEDAR):

(a) annual audited financial statements, accompanying MD&As and NI 52-109 certificates for the financial years ended December 31, 2016, December 31, 2017, December 31, 2018 and December 31, 2019;

(b) interim unaudited financial reports, accompanying MD&As and NI 52-109 certificates for the interim periods ended March 31, 2019, June 30, 2019, September 30, 2019 and March 31, 2020;

(c) Form 51-102F6V Statement of Executive Compensation (Venture Issuers) for the financial years ended December 31, 2018 and December 31, 2019.

12. The Filer has not filed the following:

(a) annual audited financial statements, accompanying MD&A and NI 52-109 certificates for the financial year ended December 31, 2015; and

(b) interim unaudited financial reports, accompanying MD&As and NI 52-109 certificates for the interim periods ended June 30, 2015, September 30, 2015, March 31, 2016, June 30, 2016, September 30, 2016, March 31, 2017, June 30, 2017, September 30, 2017, March 31, 2018, June 30, 2018, and September 30, 2018 (collectively, the Outstanding Filings).

13. The Filer has requested that the Commission exercise its discretion in accordance with sections 6 and 7 of National Policy 12-202 Revocation of a Compliance-Related Cease Trade Order (NP 12-202) and elect not to require the Filer to file the Outstanding Filings.

14. The Filer has filed all continuous disclosure that it is required to file under Ontario securities law, except for the Outstanding Filings and any other continuous disclosure that the Commission elects not to require as contemplated under ?section 6 of NP 12-202.

15. Since the issuance of the CTOs, there have been no material changes in the business, operations or affairs of the Filer which have not been disclosed by the Filer via news release and/or material change report and filed on SEDAR.

16. The Filer has paid all outstanding activity, participation and late filing fees that are required to be paid to the Commission and has filed all forms associated with such payments.

17. The Filer's SEDAR and System for Electronic Disclosure by Insiders profiles are up-to-date.

18. Except for the failure to file the Outstanding Filings, the Filer is (i) up-to-date with all of its other continuous disclosure obligations; (ii) is not in default of any of its obligations under the OSC CTO, the ASC CTO and the BCSC CTO; and (iii) is not in default of any requirements under the Act or the rules and regulations made pursuant thereto.

19. The Filer has provided the Commission with a written undertaking that it will:

(a) hold an annual meeting of shareholders within three months after the date on which the OSC CTO is revoked; and

(b) 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 Filer 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 Filer 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 Filer, and

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

20. Upon issuance of this order, the Filer will issue a news release announcing the revocation of the CTOs. As other material events transpire, the Filer will issue appropriate news releases and file material change reports as applicable.

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON the Director being satisfied that it would not be prejudicial to the public interest to revoke the OSC CTO;

IT IS ORDERED, pursuant to section 144 of the Act, that the OSC CTO is revoked.

DATED at Toronto, Ontario on this 22^nd day of January, 2021.