Essex Oil Ltd.
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 am., 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 ESSEX OIL LTD.
ORDER (Section 144 of the Act)
WHEREAS the securities of Essex Oil Ltd. (the Issuer) are subject to a cease trade order (the Cease Trade Order) dated November 3, 2016 issued by the Director of the Ontario Securities Commission (the Commission) pursuant to paragraph 2 of subsection 127(1) of the Act, it was ordered that trading in the securities of the Issuer cease until the order is revoked by the Director.
AND WHEREAS the Cease Trade Order was made on the basis that the Issuer was in default of certain filing requirements under Ontario securities law as described in the Cease Trade Order and below;
AND WHEREAS the Issuer has applied to the Commission pursuant to section 144 of the Act for a full revocation of the Cease Trade Order;
AND UPON the Issuer having represented to the Commission that:
1. The Issuer was incorporated under the name "Essex Oil Ltd." on November 14, 2008, under the Business Corporations Act (Ontario). The Issuer is the result of an amalgamation between Titan Employment Services Ltd. and Adelaide Global Corp.
2. The Issuer's registered office is located at 44 Victoria Street, Suite 1102, Toronto, Ontario, M5C 1Y2, and its principal place of business is located at 31 Sunset Trail, Toronto, Ontario, M9M 1J4.
3. The Issuer is a reporting issuer under the securities legislation of the province of Ontario and is not a reporting issuer in any other jurisdiction in Canada. The Issuer's principal regulator is the Commission.
4. The Issuer's authorized capital consists of an unlimited number of common shares (the Common Shares), of which approximately 101,090,914 Common Shares are issued and outstanding.
5. Other than the issued and outstanding Common Shares, the Issuer has no other securities, including debt securities, issued and outstanding.
6. The Issuer's securities are not listed, quoted, or traded on any exchange, marketplace or other facility in Canada or elsewhere. Previously, the Issuer was listed on the CNSX, under the trading symbol ESX. On January 6, 2014, the CNSX changed its name to the Canadian Securities Exchange (the CSE). On June 29, 2007, trading in the securities of the Issuer was halted. The Issuer was subsequently delisted from the CSE.
7. The Cease Trade Order was issued as a result of the Issuer's failure to file the following continuous disclosure materials as required by Ontario securities law:
(i) audited annual financial statements for the year ended June 30, 2016;
(ii) management's discussion and analysis (MD&A) relating to the audited annual financial statements for the year ended June 30, 2016; and
(iii) the certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109 Certificates) (collectively,the Unfiled Documents).
8. The Issuer's failure to file the Unfiled Documents was as a result of the Issuer's financial difficulties.
9. The Issuer is not subject to a cease trade order in any other jurisdiction.
10. The Issuer subsequently failed to file other continuous disclosure documents with the Commission within the prescribed timeframe in accordance with the requirements of Ontario securities law, including the following:
(a) all audited financial statements, accompanying MD&A and related NI 52-109 Certificates for the years ended June 30, 2017 to June 30, 2022;
(b) all unaudited interim financial statements, accompanying MD&A and related NI 52-109 Certificates for the interim periods ended September 30, 2016 to September 30, 2022;
(c) disclosure required by Form 51-102F6V Statement of Executive Compensation -- Venture Issuers (Form 51-102F6V) for the years ended June 30, 2016 to June 30, 2022;
(d) disclosure required by Form 52-110F2 Disclosure by Venture Issuers (Form 52-110F2), for the years ended June 30, 2016 to June 30, 2022; and
(e) disclosure required by Form 58-101F2 Corporate Governance Disclosure (Venture Issuers) (Form 58-101F2), for the years ended June 30, 2016 to June 30, 2022
(together with the Unfiled Documents, the Unfiled Continuous Disclosure).
11. Since the issuance of the Cease Trade Order, the Issuer has filed the following continuous disclosure documents with the Commission:
(a) audited financial statements, accompanying MD&A and related NI 52-109 Certificates for the years ended June 30, 2021, and June 30, 2022;
(b) unaudited interim financial statements, accompanying MD&A and related NI 52-109 Certificates for the interim periods ended December 31, 2021, March 31, 2022, and September 30, 2022;
(c) disclosure required by Form 51-102F6V for the years ended June 30, 2020, June 30, 2021 and June 30, 2022;
(d) disclosure required by Form 52-110F2, for the years ended June 30, 2021 and June 30, 2022; and
(e) disclosure required by Form 58-101F2, for the years ended June 30, 2021 and June 30, 2022.
12. The Issuer has not filed the following:
(a) audited financial statements, accompanying MD&A and related NI 52-109 Certificates for the years ended June 30, 2016 to June 30, 2020;
(b) unaudited interim financial statements, accompanying MD&A and related NI 52-109 Certificates for the interim periods ended September 30, 2016 to September 30, 2021;
(c) disclosure required by Form 51-102F6V for the years ended June 30, 2016 to June 30, 2019;
(d) disclosure required by Form 52-110F2, for the years ended June 30, 2016 to June 30, 2020; and
(e) disclosure required by Form 58-101F2, for the years ended June 30, 2016 to June 30, 2020.
(collectively, the Outstanding Filings).
13. The Issuer has filed with the Commission all continuous disclosure that it is required to file under Ontario securities law, except for the Outstanding Filings and any other continuous disclosure that the Commission elected not to require as contemplated under sections 6 and 7 of National Policy 12-202 Revocation of a Compliance-related Cease Trade Order (NP 12-202).
14. Except for the failure to file the Outstanding Filings, the Issuer (i) is up-to-date with all of its other continuous disclosure obligations; (ii) is not in default of any of its obligations under the Cease Trade Order; and (iii) is not in default of any requirements under the Act or the rules and regulations made pursuant thereto.
15. As of the date hereof, the Issuer has paid all outstanding activity, participation and late filing fees that are required to be paid to the Commission and has filed all forms associated with such payments.
16. As of the date hereof, the Issuer's profiles on the System for Electronic Document Analysis and Retrieval (SEDAR) and the issuer profile supplement on the System for Electronic Disclosure by Insiders (SEDI) are current and accurate.
17. On July 20, 2020, Mr. Howard Siegal, a director, passed away and on December 31, 2020, Mr. Michael Opara, a director, resigned. Effective July 12, 2021, Miles Nagamatsu resigned as director and Chief Financial Officer and Mr. William Miertschin, resigned as Chief Executive Officer. Mr. Miertschin continued to serve as a director of the Issuer. Mr. Dominique Monardo was appointed as director and Chief Executive Officer and Ms. Sheri Monardo was appointed as Chief Financial Officer of the Issuer. Effective July 20, 2021, Mr. Edward Murphy was appointed as director of the Issuer. Other than the aforementioned appointments and resignations (the Appointments and Resignations), there have been no changes to the Issuer's directors or executive officers since July 20, 2021.
18. On August 29, 2022, the Issuer received a partial revocation of the Cease Trade Order to permit the Private Placement (as defined below).
19. On September 23, 2022, the Issuer completed a non-brokered private placement for aggregate gross proceeds of $150,000 through the issuance of 75,000,000 Common Shares at a price of $0.002 per Common Share (the Private Placement).
20. Since the issuance of the Cease Trade Order, except for the Appointments and Resignations and the Private Placement, 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.
21. Other than the Cease Trade Order, the Issuer has not previously been subject to a cease trade order issued by any securities regulatory authority.
22. The Issuer is not involved in any discussions relating to a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.
23. The Issuer has given the Commission a written undertaking that:
(a) the Issuer will hold an annual meeting of shareholders within three months after the date on which the Cease Trade Order is revoked; and
(b) 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
(1) 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 Act,
(2) 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
(3) the preliminary prospectus and final prospectus containing the information required by applicable securities legislation, including the information required for a probable restructuring transaction, reverse takeover or significant acquisition (as applicable).
24. Upon the revocation of the Cease Trade Order, the Issuer will issue a news release and concurrently file a material change report on SEDAR announcing the revocation of the Cease Trade Order and outlining the Issuer's future plans.
AND UPON considering the Application and the recommendation of the staff of the Commission;
AND UPON the Director being satisfied that it would not be prejudicial to the public interest to revoke the Cease Trade Order;
IT IS ORDERED pursuant to section 144 of the Act that the Cease Trade Order is revoked.
DATED at Toronto this 17th day of February, 2023.
"Marie-France Bourret"
Manager, Corporate Finance
Ontario Securities Commission
OSC File #: 2022/0550