Powerband Solutions Inc. – s. 1(11)(b)
Headnote
Subsection 1(11)(b) -- Order that the issuer is a reporting issuer for the purposes of Ontario securities law -- Issuer is already a reporting issuer in British Columbia and Alberta -- Issuer's securities listed for trading on the TSX Venture Exchange as a capital pool company -- Continuous disclosure requirements in British Columbia and Alberta are substantially the same as those in Ontario -- Issuer has a significant connection to Ontario.
Statutes Cited
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).
IN THE MATTER OF THE SECURITIES ACT, RSO 1990, c. S. 5, AS AMENDED (the Act) AND IN THE MATTER OF POWERBAND SOLUTIONS INC. (the Applicant)
ORDER (Paragraph 1(11)(b))
UPON the application of the Applicant to the Ontario Securities Commission (the "Commission") for an order pursuant to paragraph 1(11)(b) of the Act that, for the purposes of Ontario securities law, the Applicant is a reporting issuer in Ontario;
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON the Applicant having represented to the Commission as follows:
1. The Applicant is a company incorporated under the Business Corporations Act (British Columbia), with its head office located at 3385 Harvester Road, Suite 225 Burlington, ON L7N 3N2.
2. The authorized share capital of the Applicant consists of an unlimited number of common shares (the "Common Shares"), of which 166,801,880 Common Shares are issued and outstanding as of the date hereof.
3. The Applicant has been a reporting issuer under t the Securities Act (British Columbia) (the "BC Act") and a reporting issuer under the Securities Act (Alberta) (the "AB Act") since January 10, 2013.
4. The Applicant is subject to the continuous disclosure requirements of the BC Act and the AB Act.
5. The Applicant is not currently a reporting issuer in any jurisdiction other than British Columbia and Alberta. The Applicant's principal regulator is the British Columbia Securities Commission.
6. The Commission will be the principal regulator of the Applicant once the Applicant has obtained reporting issuer status in Ontario. Upon granting of this Order, the Applicant will amend its profile SEDAR to indicate that the Commission is its principal regulator.
7. The Applicant is not on the lists of defaulting reporting issuers maintained pursuant to the BC Act or the AB Act, and is not in default of any requirement of either the BC Act or the AB Act or the rules and regulations made thereunder.
8. The continuous disclosure requirements of the BC Act and the AB Act are substantially the same as the continuous disclosure requirements under the Act.
9. The continuous disclosure documents filed by the Applicant under the BC Act and the AB Act are available on the System for Electronic Document Analysis and Retrieval ("SEDAR"). The Applicant's first electronic filing on SEDAR occurred on July 30, 2010.
10. The Applicant was initially listed on the TSX Venture Exchange (the "TSX-V") in 2013 as a Capital Pool Company (as such term is defined in the policies of the TSX-V) called Marquis Ventures Inc. The Applicant selected the British Columbia Securities Commission as its principal regulator at that time due to the fact that all of its directors, its head office, and the head office of its agent, were located in the Province of British Columbia. In February 2018, the Applicant completed its Qualifying Transaction, was renamed PowerBand Solutions Inc., and commenced trading on the TSX-V under the symbol "PBX". The Common Shares also trade on the OTCQB in the United States under the symbol "PWWBF". The Common Shares are not traded on any other stock exchange or trading or quotation system.
11. The Applicant is not in default of any of the rules, regulations or policies of the TSXV and the OTCQB (the "Exchanges").
12. Pursuant to section 18 of Policy 3.1 of the TSX Venture Exchange Corporate Finance Manual (the "TSXV Manual"), a listed-issuer, which is not otherwise a reporting issuer in Ontario, must assess whether it has a "significant connection to Ontario" (as defined in Policy 1.1 of the TSXV Manual) and, upon becoming aware that it has a significant connection to Ontario, promptly make a bona fide application to the Commission to be designated as a reporting issuer in Ontario.
13. The Applicant has determined that it has a significant connection to Ontario in accordance with the policies of the TSXV. Specifically: (a) the Applicant's head office is located in Burlington, Ontario; (b) all of its senior management and four-fifths of its directors are residents of Ontario; and (c) the bulk of its Canadian operations occur in Ontario. Further, the Applicant's transfer agent is located in Ontario, and its Canadian counsel is located in Toronto.
14. The Applicant submits that due to Applicant's strong nexus to Ontario that the Ontario Securities Commission is the appropriate body to serve as the Applicant's principal regulator pursuant to Section 3.4(7) and 3.5(2) of National Instrument 11-202.
15. None of the Applicant, any of its officers or directors, or any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant has:
(a) been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;
(b) entered into a settlement agreement with a Canadian securities regulatory authority; or
(c) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.
16. None of the Applicant, any of its officers or directors, or any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been subject to:
(a) any known ongoing or concluded investigations by a Canadian securities regulatory authority, or a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or
(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or appointment of a receiver, receiver manager or trustee, within the preceding 10 years.
17. None of the Applicant's officers or directors, or any shareholder holding sufficient securities to materially affect the control of the Applicant, is or has been at the time of such event, an officer or director of any other issuer which is or has been subject to:
(a) any cease trade order or similar order, or order that denied access to any exemptions under Ontario securities law, for a period more than 30 consecutive days, within the preceding 10 years; or
(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.
AND UPON the Commission being satisfied that granting this Order would not be prejudicial to the public interest;
IT IS HEREBY ORDERED pursuant to paragraph 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.
DATED at Toronto, Ontario on this 31st day of May 2021.