Dynasty Gaming Inc. -- s. 144
Headnote
Application by an issuer for a revocation of a cease trade order issued by the Commission -- cease trade order issued because the issuer had 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 amended, ss. 127 and 144.
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED
(the Act)
AND
IN THE MATTER OF
DYNASTY GAMING INC.
ORDER
(section 144)
WHEREAS the securities of Dynasty Gaming Inc. (the Applicant) are currently subject to a temporary order made by the Ontario Securities Commission (the Commission) dated May 6, 2009 pursuant to subsection 127(1) and 127(5) of the Act, which order was extended by a further order of the Commission dated May 19, 2009 (collectively, the Cease Trade Order), directing that all trading in the securities of the Issuer cease;
AND WHEREAS the Applicant has made an application to the Commission pursuant to section 144 of the Act for an order revoking the Cease Trade Order;
AND WHEREAS the Applicant has represented to the Commission that:
1. The Applicant was incorporated under the Canada Business Corporations Act on August 11, 1994. Following different changes of name, the Applicant changed its name to "Dynasty Gaming Inc." on December 5, 2005.
2. The Applicant's registered and head offices are located at 5265 De Gaspé Avenue, Montreal, Québec, H2T 2A1.
3. The Applicant is authorized to issue an unlimited number of common shares in its capital (the Common Shares), of which, on the date hereof, 92,347,574 Common Shares are issued and outstanding.
4. The Common Shares were delisted from the TSX Venture Exchange on July 9, 2010. The Applicant subsequently applied to list the Common Shares on the Canadian National Stock Exchange (CNSX) and, on December 2, 2010, received the conditional approval of the CNSX in respect of the Common Shares.
5. The Applicant is a reporting issuer in the provinces of British Columbia, Alberta, Ontario and Québec.
6. The Cease Trade Order was issued by the Commission due to the failure of the Applicant to file its annual consolidated financial statements and related documents for the fiscal year ended December 31, 2008 (collectively, the Financial Statements) as required by Part 4 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102).
7. The Financial Statements were not filed on or before April 30, 2009 due to ongoing discussions involving the Applicant and an other party concerning the renegotiation of certain terms of a Game Distribution and Online Operation License Agreement (the Agreement) and an incapacity for the Applicant and its auditors to determine the fair value of the Agreement before the negotiations were finalized, which Agreement constitutes an intangible asset and the principal asset of the Applicant.
8. The Applicant was also subject to a similar cease trade order issued by the British Columbia Securities Commission, the Alberta Securities Commission and the Autorité des marchés financiers (Québec) (the Other Securities Commissions). Applications to revoke these cease trade orders (the Other Orders) have been filed with the Other Securities Commissions concurrently with the application filed with the Commission.
9. On February 2, 2010, the Applicant filed the Financial Statements and the interim consolidated financial statements and related documents for the interim periods ended March 31, June 30 and September 30, 2009 with the Commission via SEDAR and in compliance with NI 51-102.
10. The Applicant is up to date in its continuous disclosure obligations, has paid all outstanding filing fees associated therewith, including the late filing fees, and is not in default of the requirements of the Act and the regulations made under the Act.
11. The Applicant must obtain this revocation order to complete a proposed transaction with Sun Thinktank Creative Holdings Limited (formerly Redrock Capital Group Ltd.) and Jiangsu Tiandiling Land Resource Technology Co. Ltd., consisting essentially of the acquisition of (i) all of the issued and outstanding securities of Blue Zen Memorial Park Ltd., a British Virgin Islands holding company designed to enable the foreign direct investment by the Applicant in a memorial park business to be operated in the People's Republic of China and (ii) a parcel of land totalling approximately 49,208.4 square meters located in the town of Yixing, Jiangsu Province, People's Republic of China, on which the Applicant intends to carry on a memorial park business, the whole as more fully described in the Applicant's Management Proxy Circular dated December 6, 2010, a copy of which has been filed under the Applicant's SEDAR profile.
12. The Applicant's SEDAR and SEDI profiles are up-to-date.
13. The Applicant has filed an undertaking with the Commission that it will hold an annual meeting of shareholders within three months of the date of this Order.
14. Other than the Cease Trade Order, the Applicant is not in default of any of the requirements of the Act, or the rules and regulations made pursuant thereto, and has paid all outstanding fees.
15. Other than the Cease Trade Order and the Other Orders, the Applicant has not previously been subject to a cease trade order.
16. Upon the issuance of this Order, the Applicant will issue a press release announcing the revocation of the Cease Trade Order. The Applicant will concurrently file the press release and a related material change report on SEDAR.
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;
IT IS ORDERED pursuant to section 144 of the Act that the Cease Trade Order is revoked.
DATED December 22, 2010.