The Ontario Securities Commission (OSC) granted a partial revocation of a cease trade order (CTO) against an issuer, World Outfitters Corporation Safari Nordik, which had been previously cease traded due to its failure to file required financial documents. The issuer sought the partial revocation to conduct a private placement with accredited investors in Ontario to raise funds up to $240,000. The proceeds are intended to be used to update the issuer’s continuous disclosure documents and pay related fees.
The issuer had not filed its audited annual financial statements and other related documents since 2010, which led to the initial CTO. The issuer represented that, aside from the filing defaults, it was not in violation of any other securities regulations. The private placement was to be conducted under the accredited investor prospectus exemption, and the issuer assured that none of the potential investors were insiders or related parties.
The OSC, under section 144 of the Securities Act (Ontario), allowed the partial revocation subject to conditions. These conditions included that potential investors must receive copies of the CTO and the partial revocation order, along with a written notice that the partial revocation does not guarantee future full revocation. The issuer was also required to issue press releases and file material change reports as necessary.
The partial revocation was set to terminate upon the completion of the private placement or within 60 days from the date of the order, whichever came first. This decision was made to enable the issuer to rectify its continuous disclosure defaults without being prejudicial to the public interest.