Camarico Investment Group Ltd.

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 by an issuer for a revocation of cease trade orders issued by the Commission and the Alberta Securities Commission -- Issuer subject to cease trade order as a result of failure to file annual financial statements, management's discussion and analysis and related certificates -- Ontario opt-in to revocation order issued by Alberta Securities Commission, as principal regulator.

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.

Citation: Re Camarico Investment Group Ltd., 2025 ABASC 85

June 17, 2025

CAMARICO INVESTMENT GROUP LTD.

REVOCATION ORDER

UNDER THE SECURITIES LEGISLATION OF
ALBERTA AND ONTARIO
(the Legislation)

Background

1. Camarico Investment Group Ltd. (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 Alberta (the Principal Regulator) and Ontario (each a Decision Maker) respectively on 22 June 2020.

2. The Issuer has applied to each of the Decision Makers 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. This order is the order of the Principal Regulator and evidences the decision of the Decision Maker in Ontario.

Interpretation

4. 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.

Representations

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

(a) The Issuer was incorporated under the laws of the Province of British Columbia on February 5, 1996, and was formerly known as Cerus Energy Group Ltd. and Petrostar Petroleum Corporation. On June 24, 2019, the Issuer changed its name to Camarico Investment Group Ltd.

(b) The Issuer's head office is located at 2416 -- 19 Street, Nanton, Alberta.

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

(d) The Issuer currently does not have any of its securities listed on any stock exchange.

(e) The authorized share capital of the Issuer is comprised of an unlimited number of common shares without par value (Common Shares) and, as of the date hereof, there was a total of 110,310,167 issued and outstanding Common Shares in the capital of the Issuer.

(f) The FFCTO was issued by the Decision Makers due to the failure of the Issuer to file its annual audited financial statements, annual management's discussion and analysis and certification of annual filings for the year ended December 31, 2019 (the CD Materials) pursuant to National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102).

(g) The Issuer was not able to file the CD Materials due to changes in management, and the mistaken belief of management that the CD Materials had been filed by the respective deadlines.

(h) The Issuer previously applied for a full revocation order to the FFCTO on November 23, 2021 (the Previous Application). On June 10, 2022, ASC staff delivered formal notice to the Issuer that it considered the Previous Application to be abandoned.

(i) In June 2021, the Issuer announced a non-brokered private placement of 20,000,000 common shares at a price of $0.05 per common share for gross proceeds of $1,000,000 (the Private Placement). The Issuer did not pay any finders fees in cash or issue any securities as share issuance costs in connection with the Private Placement. The Issuer received subscription deposits from investors in connection with the Private Placement in the amount of $330,000 during the period ended June 30, 2021. The Private Placement was to be completed for the sole purpose of covering any costs associated with the Issuer's day-to-day operations and manage its debt. The Private Placement was to persons or companies that were family members, close personal friends or close business associates of the Issuer's Chief Executive Officer. However, the Issuer has not issued any common shares pursuant to the Private Placement and has treated the subscriptions as a debt. All subscribers have since confirmed in writing to the Issuer that the debt is considered repaid, resolved or discharged.

(j) In June 2021, the Issuer granted 6,850,000 stock options (the Options) at an exercise price of $0.05 per share to consultants, officers and directors for a period of one year (the Option Grant). The Option Grant was intended as consideration to consultants, officers and directors of the Issuer for services rendered to the Issuer. As of the date hereof, no Options have been exercised and all of the Options have now expired.

(k) During the financial years 2021 to 2024, the Issuer was involved in certain transactions (collectively, the Debt Transactions) that involved the issuing, assumption, and borrowing of debt with companies controlled or directed by the Issuer's Chief Executive Officer or family members of the Issuer's Chief Executive Officer. The Debt Transactions were comprised of the following transactions: (i) a $60,886 advance from Arion Pacesetter Ltd. (Arion); (ii) a $118,403 assignment of receivables to Arion; (iii) a $10,185 assignment of receivables to 2L Farms Ltd. (2L Farms); (iv) a $10,185 loan granted by 2L Farms; (v) a $100,000 promissory note payable issued; (vi) a $100,000 promissory note payable assumed by Arion; (vii) a $237,410 advance from Arion; (viii) a $139,489 advance from Arion; (ix) a $899,812 advance from Arion; and (x) a $330,000 assignment of debt to Arion, for subscription deposits received by the Issuer in 2021.

(l) The Issuer has paid all outstanding filing fees.

(m) The Issuer is not, to its knowledge, in default of any of the requirements of the Legislation or in breach of the FFCTO, other than as follows:

(i) the Option Grant;

(ii) the Private Placement;

(iii) the Debt Transactions; and

(iv) any continuous disclosure that the Decision Makers elected not to require as contemplated in sections 25 and 26 of NP 11-207.

(n) The Issuer has undertaken to hold an annual general meeting within three months of the date of the revocation of the FFCTO.

(o) The Issuer has filed the CD Materials and has an up-to-date SEDAR+ profile and SEDI issuer profile supplement.

(p) The Issuer has not been subject to any previous cease trade orders within the 12-month period preceding the date of the FFCTO.

(q) The Issuer seeks full revocation of the FFCTO as it is currently up to date on all continuous disclosure requirements under Alberta and Ontario securities law, except any continuous disclosure that the Decision Makers elected not to require as contemplated in sections 25 and 26 of NP 11-207.

Decision

6. Each of the Decision Makers is satisfied that the order to revoke the FFCTO meets the test set out in the Legislation for the Decision Makers to make the decision.

7. The decision of the Decision Makers under the Legislation is that the FFCTO is revoked.

"Denise Weeres"
Director, Corporate Finance
Alberta Securities Commission

OSC File #: 2024/0713