Logica Ventures Corp.
Headnote
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.
LOGICA VENTURES CORP.
REVOCATION ORDER
Under the securities legislation of Ontario (the Legislation)
BACKGROUND
1. Logica Ventures Corp. (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, 2021.
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 National Policy 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 was incorporated on March 6, 2019 pursuant to the provisions of the Business Corporations Act (Ontario). The Issuer is a Capital Pool Company, as such term is defined in TSX Venture Exchange Inc. (TSXV) Policy 2.4. The principal business of the Issuer is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction (as such term is defined in TSXV Policy 2.4). The Issuer has not commenced commercial operations and has no assets other than a minimum amount of cash acquired from the subscription of common shares in the capital of the Issuer (the Common Shares).
b. The Issuer 's registered office is located at 365 Bay Street, Suite 800, Toronto, Ontario M5H 2V1 and its head office is located at 365 Bay Street, Suite 800, Toronto, Ontario M5H 2V1.
c. The Issuer is a reporting issuer under the securities legislation of the provinces of Ontario, British Columbia and Alberta. The Issuer is not a reporting issuer in any other jurisdiction in Canada.
d. The authorized capital of the Issuer consists of an unlimited number of Common Shares. The Issuer currently has 6,740,000 Common Shares issued and outstanding. In addition, the Issuer has 324,000 stock options to acquire Common Shares outstanding.
e. The Issuer 's Common Shares are listed on the TSXV under the symbol "LOG.P".
f. The FFCTO was issued as a result of the Issuer's failure to file the following continuous disclosure materials (collectively, the Required Annual Filings) as required by Ontario securities law:
i. audited annual financial statements for the year ended December 31, 2020;
ii. management's discussion and analysis relating to the audited annual financial statements for the year ended December 31, 2020; 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. The Required Annual Filings were not filed due to several factors including (i) the resignations of a director, Chief Executive Officer and Chief Financial Officer, as disclosed in a press release dated March 25, 2021; (ii) the extended delays in seeking potential acquisition targets in order to complete a Qualifying Transaction due in part to the effects of the COVID-19 pandemic and related travel restrictions, all of which occurred during the period that the Issuer would otherwise be completing the Required Annual Filings.
h. Subsequent to the issuance of the FFCTO, the Issuer also failed to file all unaudited interim financial statements, together with accompanying MD&As, as required under NI 51-102 and certifications required by NI 52-109 for the interim periods ended March 31, 2021 to September 30, 2021 (together with the Required Annual Filings, the Required CD Filings).
i. The Issuer is seeking a full revocation of the FFCTO now that the Required CD Filings have been filed, which filing occurred on March 22, 2022.
j. The Issuer is: (i) up-to-date with all of its continuous disclosure obligations; (ii) not in default of any of its obligations under the FCCTO; and (iii) not in default of any requirements under the Legislation or the rules and regulations made pursuant to the Legislation.
k. The Issuer has given the Principal Regulator a written undertaking that the Issuer will not complete:
i. a restructuring transaction involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada;
ii. a reverse takeover with a reverse takeover acquirer that has a direct 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 Ontario Securities Commission and obtains receipts for the preliminary prospectus and the final prospectus from the Director under the Securities Act (Ontario);
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).
l. The Issuer has paid all outstanding activity, participation and late filing fees that are required to be paid.
m. The Issuer's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) is up-to-date and the Issuer's profile on the System for Electronic Disclosure by Insiders will be made up-to-date as soon as practicable following the revocation of the FFCTO.
n. Since the issuance of the FFCTO, there have been no material changes in the business, operations or affairs of the Issuer which have not been disclosed by news release and/or material change report and filed on SEDAR.
o. Upon revocation of the FFCTO, the Issuer will disseminate a press release announcing the full revocation of the FFCTO and outlining the Issuer's future plans. The Issuer will not be filing a material change report relating to the full revocation of the FFCTO on the basis that the Issuer has not ceased to carry out its business purpose and does not consider the full revocation of the FFCTO to be a material change.
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 27th day of May, 2022.