The Ontario Securities Commission (OSC) has revoked a cease trade order (CTO) against Logica Ventures Corp., a reporting issuer, after the company remedied its failure to file certain continuous disclosure documents as required by Ontario securities law. The CTO was initially issued 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, 2020.
Logica Ventures Corp., a Capital Pool Company, faced delays in its filings due to resignations of key officers and the impact of the COVID-19 pandemic on its operations, including seeking potential acquisition targets. After the CTO was issued, the company also missed filing interim financial statements and MD&As for periods up to September 30, 2021.
The company has since updated its continuous disclosure filings as of March 22, 2022, and is now compliant with all disclosure obligations, with no defaults under the CTO or any other requirements of the securities legislation. Logica Ventures Corp. has also provided an undertaking that it will not complete certain transactions involving non-Canadian businesses unless it meets specific filing and prospectus requirements under Ontario securities law.
The OSC, satisfied that the company met the conditions for revocation, has lifted the CTO, allowing Logica Ventures Corp. to resume trading. The company has settled all outstanding fees and updated its profiles on SEDAR and other relevant systems. No material changes in the company’s business have occurred since the CTO that have not been disclosed. Upon revocation, the company will issue a press release to announce the decision and outline future plans, but it will not file a material change report, considering the revocation not a material change to its business.
The decision is grounded in the provisions of Ontario securities law, particularly the National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions, and related instruments such as National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, and National Instrument 41-101 General Prospectus Requirements.