Major Precious Metals Corp.
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: 2024 BCSECCOM 107
PARTIAL REVOCATION ORDER
MAJOR PRECIOUS METALS CORP.
UNDER THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO (the Legislation)
Background
¶ 1 Major Precious Metals Corp. (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 January 12, 2023.
¶ 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 provisions of the Business Corporations Act (British Columbia) on June 5, 2006. On September 30, 2021, the Company's common shares began trading on the Neo Exchange Inc. ("NEO") under the symbol "SIZE." On October 7, 2022, pursuant to shareholder approval obtained at its annual general and special shareholders' meeting held on September 13, 2022, the Company voluntarily delisted from the NEO and the Company became an unlisted reporting issuer.
b. The Issuer's head office is located in Vancouver, British Columbia.
c. The Issuer is reporting in British Columbia, Alberta and Ontario.
d. The Issuer's authorized capital consists of an unlimited number of common shares without par value (the Common Shares), of which a total of 236,406,556 Common Shares are issued and outstanding. In addition, the Issuer has 6,559,483 share purchase warrants outstanding which are exercisable into 6,559,483 Common Shares of the Issuer and 8,825,327 stock options exercisable into 8,825,327 Common Shares.
e. The Issuer is not listed for trading on a Canadian stock exchange; however, the common shares are listed for trading on the OTC Expert Market.
f. The FFCTO was issued by the Decision Makers due to the failure of the Issuer to file its annual financial statements, its annual management's discussion and analysis, annual information form for the year ended September 30, 2022, and certification of annual filings for the year ended September 30, 2022 (collectively, the Unfiled Documents).
g. The Issuer's failure to file the Unfiled Documents arose as a consequence of financial difficulties.
h. The Issuer's current assets are $230,497 in cash. The Issuer's business is the exploration and development of mineral properties more particular is the Skaergaard Project located in Southeastern Greenland.
i. Subsequent to the failure to file the Unfiled Documents, the Issuer also failed to file the following documents: the Issuer's annual financial statements, its annual management's discussion and analysis for the year ended September 30, 2023, and certification of annual filings for the year ended September 30, 2023, and the Issuer's interim financial statements and management's discussion and analysis for the three months ended December 31, 2023 and certification of interim filings for the three months ended December 31, 2023. The Issuer's SEDAR+ and SEDI profiles are up to date.
j. The Issuer is seeking a partial revocation of the FFCTO in order to complete a private placement of up to 30,000,000 units issued at a price of $0.025 per unit (Unit) for gross proceeds of up to $750,000. Each Unit will be comprised of one common share and one transferable common share purchase warrant (Warrant). Each Warrant will entitle the holder thereof to purchase one additional Common Share for a period of five years from closing the Private Placement at a price of $0.05 per Common Share (the Private Placement). The Private Placement is to raise funds to prepare and file all outstanding financial statements and continuous disclosure records, to resolve outstanding fees and ongoing general and administrative expenses, and obtain sufficient funds to ensure the continuity of the Issuer during the period that the FFCTO remains in effect, in each case until the Issuer is in a position to raise capital from other sources upon the issuance of a full revocation order in respect of the FFCTO.
k. It is anticipated that the Private Placement will be conducted on a prospectus exempt basis to one or more investors who are accredited investors, family, friends or business associates (as defined in National Instrument 45-106 Prospectus Exemptions).
l. The Issuer intends to use the proceeds of the Private Placement to allow the Issuer to accomplish the items as follows:
Description Estimated Amount Amounts past due $500,000 Legal and transfer agent fees related to Private Placement $20,000 Audit, legal fees and other professional fees related to preparation and completion of Unfiled Documents $150,000 Filing fees and penalties to securities regulators $50,000 Unallocated Working Capital $30,000 Total $750,000 m. The Issuer reasonably believes that the proceeds from the Private Placement will be sufficient to bring its continuous disclosure obligations up to date, pay all related outstanding fees, and provide it with sufficient working capital to continue its business.
n. The Private Placement would involve a trade of securities of the Issuer and acts in furtherance of trades in securities of the Issuer, as such, neither can be completed without a Partial Revocation of the FFCTO.
o. Within a reasonable time following the completions of the Private Placement, the Issuer intends to apply for and obtain a full revocation of the FFCTO.
p. Since the issuance of the FFCTO, 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 the Issuer's Sedar+ profile.
q. Upon issuance of a Partial Revocation Order, the Issuer will issue a press release announcing the Partial Revocation 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 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 solely to permit the Private Placement provided that:
a. Prior to completion of the Private Placement, each of the potential investors will receive:
i) a copy of the FFCTO and a copy of this Partial Revocation Order,
ii) a copy of his Partial Revocation Order, and
iii) written notice from the Issuer, to be acknowledged, signed, and dated by each 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 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 acknowledgement to staff of the Decision Makers on request.
¶ 8 April 8, 2024
OSC File #: 2024/0053