The Ontario Securities Commission (OSC) has revoked a cease trade order (CTO) against American Aires Inc. after the company remedied its failure to file required continuous disclosure materials. The CTO was initially issued on May 6, 2022, due to the company’s non-compliance with filing audited annual financial statements, management’s discussion and analysis (MD&A), and related certifications for the year ended December 31, 2021, as mandated by Ontario securities law.
Subsequently, American Aires Inc. also missed filings for interim financial statements, interim MD&A, certifications for the interim periods, and several material change reports throughout 2022. However, the company has since updated all required continuous disclosure documents and is now compliant with its obligations, except for the existence of the CTO.
The company has settled all outstanding fees and updated its profiles on the System for Electronic Document Analysis and Retrieval (SEDAR) and System for Electronic Disclosure by Insiders (SEDI). There have been no undisclosed material changes in the company’s business since the CTO was issued, and the company is not currently involved in any significant transactions such as a reverse takeover or merger.
The OSC’s decision to revoke the CTO is based on the company’s remediation of the defaults, compliance with continuous disclosure obligations, and a written undertaking to hold an annual meeting within three months of the revocation. The revocation is in accordance with Section 144 of the Securities Act (Ontario) and is contingent upon the company meeting certain conditions, including not completing specific types of transactions without filing a prospectus and obtaining the necessary approvals.
The revocation order was issued on March 10, 2023, and upon revocation, American Aires Inc. is required to issue a news release and file a material change report announcing the revocation and detailing the undertakings provided to the OSC.