The Ontario Securities Commission (OSC) has granted a partial revocation of a cease trade order (CTO) against 0941527 B.C. Ltd., previously known as United Coal Holdings Limited. The CTO was originally issued due to the company’s failure to file required continuous disclosure documents. The company sought the partial revocation to conduct a private placement of common shares, aiming to raise funds to prepare and file the overdue documents and cover related fees.
Key facts include the company’s incorporation in British Columbia, its status as a reporting issuer in British Columbia, Ontario, and Alberta, and the absence of trading on any marketplace. The company’s failure to file financial statements and management’s discussion and analysis (MD&A) from 2015 to 2023 led to the CTOs in Ontario and British Columbia.
The company proposed a private placement to raise up to $100,000 through unsecured debentures, with the intention to use the proceeds to become compliant with continuous disclosure obligations and to apply for a full revocation of the CTOs.
The OSC’s decision to grant a partial revocation was based on the company’s representations and subject to conditions, including providing subscribers with copies of the CTOs and the partial revocation order, obtaining signed acknowledgments from subscribers, and issuing press releases and material change reports as necessary. The partial revocation is underpinned by Section 144 of the Securities Act (Ontario), which allows for such relief if it is not prejudicial to the public interest.
The order will expire upon the earlier of the closing of the private placement or 60 days from the date of the order, which is August 31, 2023.