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Empower Clinics Inc.

April 2, 2024 | Order | Securities Act, 11-207 | Issuers | https://www.osc.ca/en/securities-law/orders-rulings-decisions/empower-clinics-inc

Securities Act, R.S.O. 1990, c. S.5, as am. National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.


The Securities Commission granted a partial revocation of a cease trade order (FFCTO) against Empower Clinics Inc., which was originally issued due to the company’s failure to file required continuous disclosure documents. Empower Clinics applied for the partial revocation to conduct a private placement aimed at settling certain debts and raising funds to prepare and file the outstanding documents. The company plans to use the proceeds to cover legal, accounting, and other fees, as well as to ensure compliance with continuous disclosure obligations.

Key facts:
– Empower Clinics Inc. failed to file annual and interim financial statements, MD&As, and other required documents due to financial hardship.
– The company intends to raise up to $976,000 through a private placement and settle $197,085 in debt through a shares-for-debt transaction.
– Proceeds will be used to prepare and file the outstanding documents and pay related fees.

Outcome:
– The partial revocation was granted with conditions, including providing participants in the transactions with copies of the FFCTO and obtaining their acknowledgment that the securities will remain subject to the FFCTO until fully revoked.

Relevant laws and regulations:
– Securities Act, R.S.O. 1990, c. S.5, as amended.
– National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.
– National Instrument 45-106 Prospectus Exemptions.
– Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.

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