Mainstream Minerals Corporation – s. 144

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, 144.

IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED
(the Act)

AND

IN THE MATTER OF
MAINSTREAM MINERALS CORPORATION

ORDER
(Section 144 of the Act)

                WHEREAS the securities of Mainstream Minerals Corporation (the Applicant) are subject to a cease trade order dated April 25, 2016, issued by the Director of the Ontario Securities Commission (the Commission), pursuant to paragraph 2 of subsection 127(1) and subsection 127(4.1) of the Act (the Ontario Cease Trade Order), directing that all trading in the securities of the Applicant, whether direct or indirect, cease until the Ontario Cease Trade 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 WHEREAS the Applicant has applied to the Commission for a full revocation of the Ontario Cease Trade Order (the Application) pursuant to section 144 of the Act;

                AND UPON the Applicant having represented to the Commission that:

1.             The Applicant is a corporation formed pursuant to articles of incorporation under the Canada Business Corporations Act on July 19, 2006. The Applicant’s head office is located at 47 Fordham Bay, Winnipeg, Manitoba, R3T 3B8.

2.             The Applicant is a mineral exploration company, owning the Bobjo mineral exploration property located in Kenora, Ontario, and intends to continue carrying on its business as a mineral exploration company.

3.             The Applicant has been a reporting issuer under the Act and is currently a reporting issuer in the Provinces of British Columbia, Alberta, Saskatch-ewan, Manitoba and Ontario (collectively, the Reporting Jurisdictions) and is not a reporting issuer or equivalent in any other jurisdiction in Canada. The Applicant’s principal regulator is the Manitoba Securities Commission.

4.             The Applicant’s authorized capital consists of an unlimited number of common shares (the Common Shares), of which 67,102,130 Common Shares are issued and outstanding.

5.             The Applicant has no other securities, including debt securities, issued and outstanding.

6.             The Common Shares were delisted from trading on the TSX Venture Exchange (the TSXV) on August 17, 2017 for failure to maintain minimum TSXV listing requirements. The Common Shares have not been, and are not currently, listed on any other exchange or market in Canada or elsewhere.

7.             The Ontario Cease Trade Order was issued as a result of the Applicant’s failure to file the following continuous disclosure materials within the timeframe stipulated by the applicable legislation:

(a)           audited annual financial statements for the year ended November 30, 2015;

(b)           management’s discussion and analysis relating to the audited annual financial statements for the year ended November 30, 2015; and

(c)           certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109);

(collectively, the 2015 Annual Filings).

8.             As a result of the failure to file the 2015 Annual Filings within the timeframe stipulated by the applicable legislation, the Applicant is also subject to: (a) a cease trade order dated April 21, 2016 issued by the Manitoba Securities Commission (the Manitoba Cease Trade Order) and; (b) a cease trade order dated April 22, 2016 issued by the British Columbia Securities Commission (the BC Cease Trade Order) (collectively with the Ontario Cease Trade Order, the Cease Trade Orders).

9.             The Applicant has concurrently applied to the Manitoba Securities Commission for a full revocation of the Manitoba Cease Trade Order and the British Columbia Securities Commission for a full revocation of the BC Cease Trade Order.

10.          Subsequent to the issuance of the Ontario Cease Trade Order, the Applicant also failed to file, within the timeframe stipulated by the applicable legislation: (a) interim financial statements, interim management discussion and analysis and certifications required by NI 52-109 for the periods ended February 28, 2016, May 31, 2016 and August 31, 2016 (collectively, the 2016 Interim Filings); (b) audited annual financial statements, management’s discussion and analysis and certifications required by NI 52-109 for the year ended November 30, 2016 (collectively, the 2016 Annual Filings); (c) interim financial statements, management’s discussion and analysis and certifications required by NI 52-109 for the periods ended February 28, 2017, May 31, 2017 and August 31, 2017 (collectively, the 2017 Interim Filings); and (d) audited annual financial statements, management’s discussion and analysis and certifications required by NI 52-109 for the year ended November 30, 2017 (collectively, the 2017 Annual Filings); and (e) interim financial statements, management’s discussion and analysis and certifications required by NI 52-109 for the periods ended February 28, 2018, May 31, 2018 and August 31, 2018 (collectively, the 2018 Interim Filings).

11.          Since the issuance of the Ontario Cease Trade Order, the Applicant has filed the following on the System for Electronic Document Analysis and Retrieval (SEDAR): (a) the 2015 Annual Filings; (b) the 2016 Annual Filings; (c) the 2017 Annual Filings; and (d) the 2018 Interim Filings.

12.          The Applicant has not filed: (a) the 2016 Interim Filings; or (b) the 2017 Interim Filings (collectively, the Outstanding Interim Filings) and has requested the Commission to exercise its discretion in accordance with section 6 of National Policy 12-202 Revocation of Certain Cease Trade Orders and elect not to require the Applicant to file the Outstanding Interim Filings.

13.          Except for the Outstanding Interim Filings, the Applicant is: (a) up-to-date with all of its continuous disclosure obligations; (b) not in default of any requirements under applicable securities legislation or the rules and regulations made pursuant thereto in any of the Reporting Jurisdictions, except for the existence of the Cease Trade Orders; and (c) not in default of any of its obligations under the Cease Trade Orders.

14.          The Applicant has paid all outstanding participation fees, filing fees and late fees owing and has filed all forms associated with such payments in each Reporting Jurisdiction.

15.          The Applicant’s SEDAR and System for Electronic Disclosure by Insiders profiles are current and accurate.

16.          The Applicant is not considering nor is it involved in any discussions related to, a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.

17.          Since the issuance of the Cease Trade Orders, there have not been any material changes in the business, operations or affairs of the Applicant that have not been disclosed to the public.

18.          The Applicant held an annual and special meeting of shareholders on September 25, 2018, which was adjourned and reconvened on October 23, 2018 (the Annual Meeting). The management proxy materials mailed in connection with the Annual Meeting were posted on SEDAR on September 18, 2018. All matters of business at the Annual Meeting were passed, except for a special resolution that would have authorized a consolidation of the Common Shares.

19.          Upon revocation of the Cease Trade Orders, the Applicant will disseminate a news release announcing the revocation of the Cease Trade Orders, and will concurrently file such news release on SEDAR.

                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, Ontario on this 11th day of December, 2018.

“Winnie Sanjoto”
Manager, Corporate Finance
Ontario Securities Commission