Easy Technologies Inc.

Headnote

National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions -- Section 144 of the Securities Act (Ontario) -- application for a partial revocation of a cease trade order -- issuer cease traded due to failure to file audited annual financial statements -- issuer has applied for a partial revocation of the cease trade order to permit the issuer to proceed with a private placement under prospectus exemptions -- issuer will use proceeds from private placement to prepare and file continuous disclosure documents and pay related fees -- partial revocation granted subject to conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144.

National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.

Citation: 2022 BCSECCOM 21

PARTIAL REVOCATION ORDER

EASY TECHNOLOGIES INC.

UNDER THE SECURITIES LEGISLATION OF BRITISH COLUMBIA (the Legislation)

Background

¶ 1 Easy Technologies Inc. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the regulator or securities regulatory authority in each of British Columbia (the Principal Regulator) and Ontario (each a Decision Maker) respectively on October 5, 2017.

¶ 2 The Issuer has applied to each of the Decision Makers for a partial revocation order of the FFCTO.

¶ 3 This order is the order of the Principal Regulator and evidences the decision of the Decision Maker in Ontario.

Interpretation

¶ 4 Terms defined in National Instrument 14-101 Definitions or in National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions have the same meaning if used in this order, unless otherwise defined.

Representations

¶ 5 This decision is based on the following facts represented by the Issuer:

(a) The Issuer was incorporated under the Business Corporations Act (British Colombia) on May 19, 2009.

(b) The Issuer's head office is located in Vancouver.

(c) The Issuer is a reporting issuer in the provinces of British Columbia, Ontario and Alberta.

(d) The Issuer's authorized share capital consists of an unlimited number of common shares without par value (the Common Shares), of which a total of 10,111,332 are issued and outstanding.

(e) On September 29, 2017, the Canadian Securities Exchange (the CSE) suspended trading of the Common Shares, and on May 24, 2019, the Common Shares were delisted. The securities of the Issuer are not listed or quoted on any other exchange or marketplace in Canada or elsewhere.

(f) The FFCTO was issued by the Decision Makers due to the failure of the Issuer to file its interim financial report, its interim management's discussion and analysis, and the certification of the interim filings for the period ended July 31, 2017 (the Unfiled Documents).

(g) The failure to file in a timely manner the Unfiled Documents arose as a consequence of financial difficulties.

(h) The Issuer owns no assets of value and is not carrying on any business.

(i) On August 17, 2021, the Issuer and Shanghai Biotechnology Devices Limited terminated the binding letter of intent that they entered into on April 22, 2021 to complete a business combination.

(j) The Issuer is not considering, and it is not 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.

(k) In addition to the Unfiled Documents, the Issuer has subsequently failed to file the following documents:

i. annual audited financial statements for the years ended October 31, 2017, October 31, 2018, October 31, 2019 and October 31, 2020;

ii. interim financial reports for the interim periods ended January 31, 2018, April 30, 2018, July 31, 2018, January 31, 2019, April 30, 2019, July 31, 2019, January 31, 2020, April 30, 2020, July 31, 2020, January 31, 2021, April 30, 2021 and July 31, 2021;

iii. management's discussion and analysis relating to the financial statements and the financial reports referred to in (i) and (ii) above; and

iv. certifications required to be filed in respect of the financial statements and the financial reports referred to in (i) and (ii) above.

(together with the Unfiled Documents, the Unfiled Continuous Disclosure).

(l) Other than the failure to file the Unfiled Continuous Disclosure, the Issuer is not in default of any of the requirements of the Legislation.

(m) The Issuer is seeking to complete a private placement of an amount of up to one hundred sixty-five thousand dollars ($165,000) by way of the issuance of 6,600,000 common shares at a price of $0.025 (the Private Placement), solely in order to enable it to bring itself into compliance with its continuous disclosure obligations.

(n) The Private Placement will take place in the provinces of British Columbia, Ontario and Alberta to accredited investors (as such term is defined in National Instrument 45-106 Prospectus Exemptions (NI 45-106)) (each, a Potential Investor) pursuant to the "accredited investor" prospectus exemption under section 73.3 of the Securities Act (Ontario) and section 2.3 of NI 45-106.

(o) To the Issuer's knowledge, none of the Potential Investors are insiders or related parties of the Issuer.

(p) The Issuer intends to allocate the proceeds from the Private Placement (the Proceeds) as follows:

Legal Fees	$30,000 -- $35,000
Audit Fees	$45,000 -- $50,000
Late Filing and Participation Fees	$40,000 -- $55,000
Accounting Fees	$5,000 -- $10,000
Registrar and Transfer Agent Fees	$10,000 -- $15,000
Total	$130,000 -- $165,000

(q) The Issuer reasonably expects that effecting the Private Placement will be sufficient to bring its continuous disclosure up to date and pay all outstanding related fees and provide it with sufficient working capital to continue its business, and to apply for a full revocation of the FFCTO.

(r) Within reasonable time following the completion of the Private Placement, the Issuer intends to apply for a full revocation of the FFCTO.

(s) As the Private Placement would involve a trade of securities and acts in furtherance of trades, it cannot be completed without a partial revocation of the FFCTO.

(t) Upon issuance of this order, the Issuer will issue a press release announcing this order and the intention to complete the Private Placement. Upon completion of the Private Placement, the Issuer will issue a press release and file a material change report. As other material events transpire, the Issuer will issue appropriate press releases and file material change reports as applicable.

Order

¶ 6 Each of the Decision Makers is satisfied that a partial revocation order of the FFCTO meets the test set out in the Legislation for the Decision Maker to make the decision.

¶ 7 The decision of the Decision Makers under the Legislation is that the FFCTO is partially revoked as it applies to the Issuer solely to permit the Private Placement, provided that:

(a) prior to completion of the Private Placement, each Potential Investor will receive:

i. a copy of the FFCTO;

ii. a copy of this Partial Revocation Order; and

iii. written notice from the Issuer, to be acknowledged by each Potential Investor in writing, that all of the Issuer's securities, including the securities issued in connection with the Private Placement, will remain subject to the FFCTO until such orders are revoked and that the issuance of the partial revocation order does not guarantee the issuance of a full revocation in the future.

(b) the Issuer undertakes to make available a copy of the written acknowledgments to staff of the Decision Makers on request.

¶ 8 This order will terminate on the earlier of:

(a) the completion of the Private Placement; and

(b) 90 days from the date hereof.

¶ 9 February 16, 2022

"Allan Lim", CPA
CA Manager
Corporate Finance