American Aires Inc.
Headnote
National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions -- Application by an issuer for a revocation of a cease trade order issued by the Commission -- cease trade order issued because the issuer failed to file certain continuous disclosure materials required by Ontario securities law -- defaults subsequently remedied by bringing continuous disclosure filings up-to-date -- cease trade order revoked.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 144.
AMERICAN AIRES INC.
REVOCATION ORDER
Under the securities legislation of Ontario (the Legislation)
Background
1. American Aires 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 May 6, 2022.
2. The Issuer has applied to the Principal Regulator under National Policy 11-207 -- 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 company existing under the Business Corporation Act (Ontario). The Issuer was incorporated under the Business Corporation Act (Ontario) on May 15, 2012.
b. The Issuer's registered and head office is located at 400 Applewood Crescent, Suite 100, Vaughan, Ontario, L4K 0C3.
c. The Issuer's authorized capital consists of an unlimited number of common shares issuable in series, of which 158,756,453 common shares are issued and outstanding.
d. The Issuer's common shares are listed on the Canadian Securities Exchange under the symbol "WIFI" and on the OTCQB Venture Marketplace in the United States under the symbol "AAIRF". The common shares were halted from trading on the Canadian Securities Exchange on May 6, 2022. Other than the Canadian Securities Exchange and the OTCQB Venture Marketplace, the common shares are not listed, quoted or traded on any other exchange, marketplace or other facility for bringing together buyers and sellers in Canada or elsewhere.
e. The Issuer is a reporting issuer in the provinces of Ontario, British Columbia and Alberta (collectively, the Reporting Jurisdictions) and is not a reporting issuer in any other jurisdiction in Canada.
f. The FFCTO was issued as a result of the Issuer's failure to file the following continuous disclosure materials within the required timeframe:
i. audited annual financial statements for the year ended December 31, 2021;
ii. management's discussion and analysis relating to the audited annual financial statements for the year ended December 31, 2021 as required by National Instrument 51-102 -- Continuous Disclosure Obligations (NI 51-102); and
iii. certification of the foregoing filings as required by National Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109).
g. After the issuance of the FFCTO, the Issuer also failed to file, within the required timeframe:
i. the interim financial statements for the periods ended March 31, 2022, June 30, 2022 and September 30, 2022;
ii. interim management discussion and analysis required by NI 51-102 for the periods ended March 31, 2022, June 30, 2022 and September 30, 2022;
iii. certifications required by NI 52-109 for the periods ended March 31, 2022, June 30, 2022 and September 30, 2022;
iv. a material change report regarding the resignation of the Chief Operating Officer and the appointment of a new Chief Operating Officer effective January 1, 2022;
v. a material change report regarding the subsequent resignation of the Chief Operating Officer on August 29, 2022;
vi. a material change report regarding the resignation of a director on November 2, 2022;
vii. a material change report regarding the resignation of the Chief Financial Officer on December 6, 2022; and
viii. a material change report regarding the appointment of a new Chief Financial Officer on December 12, 2022.
h. The Issuer has now filed all outstanding continuous disclosure documents with the Principal Regulator.
i. The Issuer is: (i) up to date with all of its continuous disclosure obligations; and (ii) not in default of any requirements under the Legislation or the rules and regulations made pursuant to the Legislation, except the existence of the FFCTO.
j. While the FFCTO was in effect, the Issuer entered into a loan agreement with a third party. Other than this loan, the Issuer is not in default of its obligations under the FFCTO.
k. k. The Issuer has concurrently applied to the British Columbia Securities Commission and the Alberta Securities Commission for a full revocation of the cease trade order issued in each jurisdiction.
l. The Issuer has paid all outstanding activity and participation fees, filing fees and late fees owing and has filed all forms associated with such payments.
m. The Issuer's System for Electronic Document Analysis and Retrieval (SEDAR) and System for Electronic Disclosure by Insiders (SEDI) profiles are up to date.
n. Since the issuance of the FFCTO, there have been no material changes in the business, operations or affairs of the Issuer that have not been disclosed by news release and/or material change report and filed on SEDAR.
o. The Issuer is not considering, nor is it involved in any discussion relating to, a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.
p. The Issuer has provided the Principal Regulator with a written undertaking that it will not complete:
i. A restructuring transaction involving, directly or indirectly, and existing, or proposed, material underlying business which is not located in Canada;
ii. A reverse takeover with a reverse takeover acquirer that has a director or indirect, existing or proposed, material underlying business which is not located in Canada; or
iii. A significant acquisition involving, directly or indirectly, an existing or proposed material underlying business which is not located in Canada,
Unless
A. The Issuer files a preliminary prospectus and a final prospectus with the Commission and obtains receipts for the preliminary and final prospectus from the Director under the Legislation;
B. The Issuer files or delivers with the preliminary prospectus and the final prospectus the documents required by Part 9 of National Instrument 41-101 General Prospectus Requirements (NI 41-101) including a completed personal information form and authorization in the form set out in Appendix A of NI 41-101 for each current and incoming director, executive officer and promoter of the Issuer; and
C. The preliminary prospectus and final prospectus contain the information required by applicable securities legislation, including the information required for a probable restructuring transaction, reverse takeover or significant acquisition (as applicable).
q. The Issuer has provided a written undertaking to hold an annual meeting within three months after the date on which the FFCTO is revoked.
r. Upon revocation of the FFCTO, the Issuer will issue a news release and concurrently file a material change report on SEDAR announcing the revocation of the FFCTO, describing the undertaking referenced above.
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 at Toronto, this 10th day of March, 2023.