Green Environmental Technologies 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.
Statutes Cited
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, c. S.5, AS AMENDED (the "Act") AND IN THE MATTER OF GREEN ENVIRONMENTAL TECHNOLOGIES INC.
ORDER (section 144 of the Act)
WHEREAS the securities of Green Environmental Technologies Inc. (the Applicant) are subject to a cease trade order (the Ontario Cease Trade Order) dated November 18, 2005 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 Applicant cease until the order is revoked by the Director.
AND WHEREAS the Ontario Cease Trade Order was made on the basis that the Applicant was in default of certain filing requirements under Ontario securities law as described in the Ontario Cease Trade Order and below;
AND WHEREAS the Applicant has applied to the Commission pursuant to section 144 of the Act to revoke the Ontario Cease Trade Order;
AND UPON the Applicant having represented to the Commission that:
1. The Applicant was incorporated under the name "The E21 Group Inc." on October 1, 1994, under the Business Corporations Act (Ontario). The Articles of the Applicant were amended to change the name to Green Environmental Technologies Inc. on August 14, 2003.
2. The Applicant's registered head office is located at 31 Sunset Trail, Toronto, Ontario, M9M 1J4.
3. The Applicant is a reporting issuer in Ontario, British Columbia, and Alberta and is not a reporting issuer in any other jurisdiction in Canada. The Applicant's principal regulator is the Commission.
4. The Applicant's authorized capital consists of an unlimited number of common shares (the Common Shares), of which approximately 23,216,258 Common Shares are issued and outstanding.
5. The Applicant has no other securities, including debt securities, issued and outstanding.
6. The Common Shares are not listed, quoted, or traded on any exchange, marketplace or other facility in Canada or elsewhere.
7. The Ontario Cease Trade Order was issued as a result of the Applicant's failure to file its audited annual financial statements for the year ended September 30, 2004, related management's discussion and analysis (MD&A) and related certificates as required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109 Certificates)
8. In addition to the Ontario Cease Trade Order, the Applicant's securities are also subject to a cease trade order issued by the British Columbia Securities Commission (BCSC), dated December 13, 2005 (the BC Cease Trade Order) and subject to a cease trade order by the Alberta Securities Commission (ASC), dated September 13, 2006 (the Alberta Cease Trade Order) (collectively with the Ontario Cease Trade Order, the Cease Trade Orders).
9. The Applicant has concurrently applied to the BCSC and the ASC for a full revocation of the BC Cease Trade order and Alberta Cease Trade Order, respectively.
10. The Applicant 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 September 30, 2005 to September 30, 2020;
(b) all unaudited interim financial statements, accompanying MD&A and related NI 52-109 Certificates for the interim periods ended December 31, 2004 to June 30, 2021;
(c) disclosure required by Form 51-102F6V Statement of Executive Compensation -- Venture Issuers (Form 51-102F6V) for the years ended September 30, 2004 to September 30, 2021;
(d) disclosure required by Form 52-110F2 Disclosure by Venture Issuers (Form 52-110F2), for the years ended September 30, 2005 to September 30, 2020, including the audit committee charter not filed for the year ended September 30, 2004; and
(e) disclosure required by Form 58-101F2 Corporate Governance Disclosure (Venture Issuers) (Form 58-101F2), for the years ended September 30, 2005 to September 30, 2020.
11. Since the issuance of the Cease Trade Orders, the Applicant 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 September 30, 2021, September 30, 2020 and September 30, 2019;
(b) unaudited interim financial statements, accompanying MD&A and related NI 52-109 Certificates for the interim periods ended December 31, 2020, March 31, 2021, June 30, 2021 and December 31, 2021;
(c) disclosure required by Form 51-102F6V for the years ended September 30, 2020 and September 30, 2021;
(d) disclosure required by Form 52-110F2, as at September 30, 2021; and
(e) disclosure required by Form 58-101F2, as at September 30, 2021.
12. The Applicant has not filed the following:
(a) audited financial statements, accompanying MD&A and related NI 52-109 Certificates for the years ended September 30, 2005 to September 30, 2018;
(b) unaudited interim financial statements, accompanying MD&A and related NI 52-109 Certificates for the interim periods ended December 31, 2004 to June 30, 2020;
(c) disclosure required by Form 51-102F6V for the years ended September 30, 2004 to September 30, 2019;
(d) disclosure required by Form 52-110F2, for the years ended September 30, 2005 to September 30, 2020; and
(e) disclosure required by Form 58-101F2, for the years ended September 30, 2005 to September 30, 2020
(collectively, the Outstanding Filings).
13. The Applicant 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 Applicant (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 Orders, except for the possible contraventions of the Ontario Cease Trade Order described in paragraph 15 below; and (iii) is not in default of any requirements under the Act or the rules and regulations made pursuant thereto.
15. While the Ontario Cease Trade Order was in effect, the Applicant entered into loan agreements with Dominique Monardo, the CEO and a director of the Applicant. Since the loan agreements are evidence of indebtedness of the Applicant, each loan agreement may, in the circumstances, be a "security" as that term is defined under applicable securities legislation. Insofar as the loan agreements may have been securities, entering into the loan agreements may have contravened the terms of the Ontario Cease Trade Order. However, no other securities of the Applicant were issued after the date of the Ontario Cease Trade Order and the Applicant did not enter into any agreements contemplating the issuance of other securities after the date of the Ontario Cease Trade Order.
16. As of the date hereof, the Applicant 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.
17. As of the date hereof, the Applicant's profiles on the System for Electronic Document Analysis and Retrieval (SEDAR) and the System for Electronic Disclosure by Insiders (SEDI) are current and accurate.
18. Since the issuance of the Cease Trade Orders, there have been no material changes in the business, operations or affairs of the Applicant which have not been disclosed by news release and/or material change report and filed on SEDAR.
19. Other than the Cease Trade Orders, and the temporary cease trade order issued by the Director of the Commission on November 8, 2005 which expired and was replaced with the Ontario Cease Trade Order, the Applicant has not previously been subject to a cease trade order issued by any securities regulatory authority.
20. The Applicant is not considering nor is it 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.
21. The Applicant has given the Commission a written undertaking that:
(a) the Applicant will hold an annual meeting of shareholders within three months after the date on which the Ontario Cease Trade Order is revoked; and
(b) the Applicant 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 Applicant 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 Applicant 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 Applicant, 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).
22. Upon the revocation of the Ontario Cease Trade Order, the Applicant will issue a news release and concurrently file a material change report on SEDAR announcing the revocation of the Ontario Cease Trade Order and outlining the Applicant'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 Ontario Cease Trade Order;
IT IS ORDERED pursuant to section 144 of the Act that the Ontario Cease Trade Order is revoked.
DATED at Toronto this 2nd day of May, 2022.