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West Island Brands Inc.

2023-11-30 | Order | 11-207, Securities Act | Issuers | https://www.osc.ca/en/securities-law/orders-rulings-decisions/west-island-brands-inc

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144.


The Ontario Securities Commission granted a partial revocation of a cease trade order (CTO) against West Island Brands Inc. The CTO was initially issued due to the company’s failure to file audited annual financial statements, related management’s discussion and analysis (MD&A), and certifications for the year ended December 31, 2022, as well as interim financial documents for March 31 and June 30, 2023.

The company sought the partial revocation to conduct a private placement to accredited investors, aiming to raise up to $200,000 by issuing units composed of common shares and warrants. The proceeds are intended to fund the preparation and filing of overdue continuous disclosure documents and to pay related fees.

The partial revocation was granted under sections 127 and 144 of the Securities Act (R.S.O. 1990, c. S.5, as amended), subject to conditions that include providing each investor with a copy of the CTO and the partial revocation order, obtaining signed acknowledgments that the securities will remain under the CTO until fully revoked, and issuing press releases and material change reports regarding the financing and order.

The order is effective until the earlier of the financing’s closing or 60 days from the date of the order. The decision was made based on the company’s representations and the regulator’s satisfaction that the partial revocation met the legislative requirements.

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