Advantex Marketing International Inc.
Section 144 of the Securities Act (Ontario) -- application for a full revocation of a cease trade order-issuer cease traded due to failure to file audited financial statements, related MD&A and certifications for the financial year ended June 30, 2019. Issuer has now filed all of its annual filings and is current with its CD record. Full revocation granted.
Statutes Cited
Securities Act, R.S.O. 1990, c. S.5, as am., s. 144.
ADVANTEX MARKETING INTERNATIONAL INC.
REVOCATION ORDER Under the securities legislation of Ontario (the Legislation)
Background
1. Advantex Marketing International Inc. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the Ontario Securities Commission (the Principal Regulator) on November 1, 2019.
2. The Issuer has applied to the Principal Regulator under National Policy 11-2017 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (NP 11-207) for an order revoking the FFCTO.
Interpretation
3. Terms defined in National Instrument 14-101 Definitions, or in NP 11-207 have the same meaning if used in this order, unless otherwise defined.
Representations
4. This decision is based on the following facts represented by the Issuer:
(a) The Issuer is a reporting issuer in the provinces of Ontario, British Columbia, Alberta, and Quebec and Ontario is the Principal Regulator;
(b) The FFCTO was issued by the Principal Regulator as a result of the Issuer's failure to file annual audited financial statements and related management discussion and analysis and certifications for the financial year ended June 30, 2019 (the Annual Filings);
(c) The FFCTO prohibits all trading in the securities of the Issuer until the FFCTO is revoked except that a beneficial securityholder of the Issuer who is not and was not at the date of the FFCTO, an insider or control person of the Issuer is permitted to sell securities of the Issuer acquired prior to the date of the FFCTO if both of the following apply:
(i) the sale is made through a "foreign organized regulated market", as defined in section 1.1 of the Universal Market Integrity Rules of the investment industry Regulatory Organization of Canada; and
(ii) the sale is made through an investment dealer registered in a jurisdiction of Canada in accordance with applicable securities legislation;
(d) No jurisdiction of Canada, other than Ontario, has issued a cease trade order in respect of the Issuer's securities;
(e) The Issuer has now filed all of its Annual Filings, in addition to all filings for the year ended June 30, 2020 and the interim filings for the periods ended September 30, 2020, December 31, 2020, and March 31, 2021 and is therefore up to date with its filing requirements under National Instrument 51-102;
(f) The Issuer is: (i) up-to-date with all of its continuous disclosure obligations; (ii) not in default of any requirements under applicable securities legislation or the rules and regulations made pursuant thereto in any of the Reporting Jurisdictions, except for the existence of the FFCTO; and (iii) not in default of any of its obligations under the FFCTO;
(g) The Issuer's issuer profile on the System for Electronic Document Analysis and Retrieval (SEDAR) and issuer profile supplement on the System for Electronic Disclosure by Insiders (SEDI) are current and accurate;
(h) The Issuer has paid all outstanding activity, participating and late filing fees that are required to be paid and has filed all forms associated with such payments;
(i) Since the issuance of the FFCTO, there have not been any material changes in the business, operations or affairs of the Issuer that have not been disclosed by news release and/or material change report filed on SEDAR;
(j) Upon the issuance of this revocation order the Issuer will issue a news release announcing the revocation of the FFCTO, and concurrently file the news release on SEDAR.
Order
5. The Principal Regulator is satisfied that the order to revoke the FFCTO meets the test set out in the Legislation for the Principal Regulator to make the decision.
6. The decision of the Principal Regulator under the Legislation is that the FFCTO is revoked.
DATED this day of June 2021.