The Ontario Securities Commission issued a partial revocation of a cease trade order (CTO) against Avicanna Inc., which was initially implemented due to the company’s failure to file required continuous disclosure documents. The partial revocation allows Avicanna to conduct a private placement financing to raise funds necessary to comply with its disclosure obligations and maintain operations.
Key Facts:
– Avicanna failed to file annual and interim financial statements, management’s discussion and analysis, and CEO/CFO certifications.
– The company’s securities were suspended from trading on the TSX.
– Avicanna proposed a private placement financing to raise between $1,000,000 and $2,000,000 through secured debentures with associated warrants.
– The financing is intended to cover audit fees, legal fees, operational expenses, and working capital needs.
Reasoning:
– The partial revocation is granted to enable Avicanna to address its financial needs and fulfill its continuous disclosure obligations.
– The company is not involved in any reverse take-over or similar transactions and is up to date with its SEDAR and SEDI profiles.
– Avicanna believes the financing will be sufficient to update its continuous disclosure records and continue its business operations.
Outcome:
– The CTO is partially revoked to permit the necessary trades for the proposed financing.
– Investors will receive a copy of the CTO, the partial revocation order, and written notice about the status of Avicanna’s securities.
– The partial revocation does not exempt Avicanna from the prospectus requirement and will expire upon the completion of the financing or after 90 days from the order date.
Relevant Laws/Regulations:
– Securities Act (Ontario), specifically Section 144.
– National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.
– National Instrument 51-102 Continuous Disclosure Obligations.
– National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings.
– OSC Rule 72-503 Distributions Outside Canada.
– Securities Act (Ontario) section 73.3 and National Instrument 45-106 Prospectus Exemptions.