Mijem Newcomm Tech Inc.

Order

Headnote

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, interim financial statements, related management's discussion and analysis and related certifications -- issuer has applied for a partial revocation of the cease trade order to permit the issuer to proceed with a private placement -- issuer will use proceeds from the private placement to bring itself into compliance with its continuous disclosure obligations, pay outstanding filing fees and for working capital purposes -- partial revocation granted subject to conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144.

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

MIJEM NEWCOMM TECH INC.

PARTIAL REVOCATION ORDER

UNDER THE SECURITIES LEGISLATION OF ONTARIO
(the Legislation)

Background

1. Mijem Newcomm Tech Inc. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the Ontario Securities Commission (the Principal Regulator) on December 4, 2024.

2. The Issuer has applied to the Principal Regulator for a partial revocation order of the FFCTO (the Partial Revocation Order).

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

3. This decision is based on the following facts represented by the Issuer:

a. The Issuer is a corporation existing under the federal laws of Canada and listed for trading on the Canadian Securities Exchange under the trading symbol "MJEM".

b. The Issuer's head office is located at 1800-372 Bay St., Toronto, Ontario M5H 2W9.

c. The Issuer is a reporting issuer in each of the provinces of Ontario, Alberta, British Columbia and Manitoba. The Issuer is not a reporting issuer in any other jurisdiction in Canada.

d. The authorized share capital of the Issuer currently consists of:

(i) an unlimited number of common shares without par value (Common Shares), of which 27,787,635 are issued and outstanding;

(ii) 283,360 warrants exercisable into Common Shares at an exercise price of $0.21 expiring on May 30, 2025; and

(iii) 2,475,000 stock options exercisable into Common Shares at an exercise price of $0.05 expiring on August 2, 2028.

e. The FFCTO was issued due to the Issuer's failure to file its audited annual financial statements, annual management's discussion and analysis, and the certifications of the annual filings for the year ended July 31, 2024 (collectively, the Annual Filings).

f. Other than the failure to file the Annual Filings, as well as the Issuer's interim financial report, interim management's discussion and analysis, and certifications of the interim filings for the three months ended October 31, 2024 and for the three months ended January 31, 2025 (the Interim Filings), the Issuer is not in default of any of the requirements of the Legislation. The Issuer's SEDAR+ and SEDI profiles are up to date.

g. The Issuer is seeking the Partial Revocation Order in order to complete the Proposed Financing, as defined below.

Proposed Financing

h. The Issuer has received interest from potential investors (the Potential Investors) regarding a proposed private placement financing (the Proposed Financing).

i. The Issuer anticipates that the Proposed Financing will be completed shortly after the Partial Revocation Order is granted.

j. The Issuer reasonably expects to raise up to $250,000 through the Proposed Financing through an offering of common shares at a price of $0.005 per common share.

k. The Issuer intends to use the proceeds of the Proposed Financing as follows:

DescriptionExpected Cost
Accounting, audit and legal fees (for preparation and filing of Annual Filings)$25,000
Regulatory, stock exchange, and late filing fees$27,000
Outstanding accounts payable$85,500
Ongoing general operating expenses 6 months$45,000
General working capital$67,500
TOTAL$250,000

l. The Issuer currently expects to file its Annual Filings and Interim Filings in Q4 2025, subject to completion of the Proposed Financing.

General

m. It is expected that the proposed trades pursuant to the Proposed Financing would occur solely within Canada, with the vast majority of the Potential Investors being located in the Province of British Columbia.

n. The completion of the Proposed Financing would be conditional on receipt of the Partial Revocation Order, or a full revocation of the FFCTO.

o. The Issuer intends to rely on the 'accredited investor' exemption under subsection 73.3(2) of the Securities Act (Ontario) and subsection 2.3 of National Instrument 45-106 Prospectus Exemptions (NI 45-106), and the 'family, friends and business associates' exemption under subsections 2.5(1) and 2.6.1(1) of NI 45-106 for the issuance of all securities in connection with the Proposed Financing.

p. Upon issuance of this order, the Issuer will issue a press release announcing the order and the intention to complete the Proposed Financing. Upon completion of the Proposed Financing, 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.

q. Since the issuance of the FFCTO, there have not been any material changes in the business, operations or affairs of the Issuer that have not been disclosed to the public.

r. The Proposed Financing will be completed in accordance with all applicable laws.

s. The Issuer intends to seek a full revocation of the FFCTO.

Order

4. The Principal Regulator 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.

5. The decision of the Principal Regulator under the Legislation is that the FFCTO is partially revoked solely to permit the Proposed Financing.

6. This Partial Revocation Order of the FFCTO is conditional upon the Issuer:

a. obtaining, and providing upon request to the Principal Regulator, signed and dated acknowledgements from all participants in the Proposed Financing, which clearly state that the securities of the Issuer acquired by the participant will remain subject to the FFCTO until a full revocation order is granted, the issuance of which is not certain; and

b. providing a copy of the FFCTO and this Partial Revocation Order to all participants in the Proposed Financing.

7. This order will terminate on the earlier of the closing of (a) the Proposed Financing, and (b) 90 days from the date hereof.

DATED at Toronto, this 12th day of May, 2025.

"Lina Creta"
Manager, Division of Corporate Finance 
Ontario Securities Commission

OSC File #: 2025/0169