Sitebrand 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.

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, c. S.5, AS AMENDED

(the Act)

AND

IN THE MATTER OF

SITEBRAND INC.

ORDER

(Section 144)

WHEREAS the securities of SiteBrand Inc. (the Applicant) are subject to a temporary cease trade order made by the Director dated April 4, 2011 under paragraph 2 of subsection 127(1) and subsection 127(5) of the Securities Act (Ontario) (the Act), as extended by a further order made by the Director dated April 15, 2011 pursuant to subsection 127(1) of the Act (collectively, the Ontario Cease Trade Order) directing that the trading in the securities of the Applicant cease until the Ontario Cease Trade Order is revoked by the Director;

AND WHEREAS the Applicant has made an application to the Ontario Securities Commission (the Commission) pursuant to subsection 144(1) of the Act (the Application) for an order revoking the Ontario Cease Trade Order;

AND WHEREAS the Applicant has represented to the Commission that:

1. The Applicant was incorporated on December 23, 2005, by Certificate of Incorporation issued pursuant to the provisions of the Business Corporations Act (Alberta) under the name "Pretium Capital Corp." On September 3, 2008, the Applicant filed articles of continuance to change its corporate jurisdiction to Canada and to change its name to "SiteBrand Inc.".

2. The Applicant's registered office is currently located at 800-515 Legget Dr. Ottawa, ON K2K 3G4.

3. As of the date hereof, the authorized capital of the Applicant consists of an unlimited number of common shares of which 25,202,933 common shares are issued and outstanding (the Common Shares). In addition to the Common Shares, the Applicant has outstanding warrants to purchase up to 2,151,333 common shares at a price per of $0.15. No other securities (including debt securities) of the Applicant are issued and outstanding.

4. The Applicant became a reporting issuer in the Provinces of Ontario, British Columbia and Alberta on November 8, 2006.

5. The Applicant has maintained its reporting issuer status from the above noted date to the issuance of the Ontario Cease Trade Order. The Applicant is not a reporting issuer in any other jurisdiction in Canada.

6. The Ontario Cease Trade Order was issued in Ontario as a result of the Applicant's failure to file, in accordance with applicable securities laws, audited annual financial statements for the year ended November 30, 2010 along with related management's discussion and analysis and the applicable officer's certificates (collectively, the Annual Filings) pursuant to National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109) within the prescribed timeframe. Subsequently, the Applicant failed to file its interim financial statements for the periods ended February 28, 2011 along with related management's discussion and analysis and the applicable officer's certificates pursuant to NI 52-109 (collectively, the Interim Filings, and together with the Annual Filings, the Required Documents).

7. The Applicant filed the Annual Filings on June 3, 2011 and the Interim Filings on June 14, 2011 on SEDAR.

8. The Applicant subsequently filed restated management's discussion and analysis for the Interim Filings with the applicable officer's certificates pursuant to NI 52-109 on July 15, 2011. The MD&A was refiled at the request of the Commission and expands upon the Applicant's disclosure with respect to its future plans for financing and operations and its IFRS changeover plan. As such, all of the Required Documents have been filed on SEDAR.

9. In addition, the Applicant filed its interim financial statements for the period ended May 31, 2011 along with related management's discussion and analysis and the applicable officer's certificates pursuant to NI 52-109 on SEDAR on July 29, 2011.

10. The Applicant is not in default of any requirements of the Ontario Cease Trade Order or the Act or the rules and regulations made pursuant thereto, subject to the deficiencies outlined in paragraph 6 above.

11. Prior to the issuance of the Ontario Cease Trade Order, the Common Shares of the Applicant were traded on the TSX Venture Exchange (the TSXV). No securities of the Applicant are listed or traded on any other stock exchange or market in Canada or elsewhere.

12. The Applicant is also subject to a cease trade order issued by the British Columbia Securities Commission dated April 7, 2011 (the B.C. Cease Trade Order) (collectively, with the Ontario Cease Trade Order, the Cease Trade Orders).

13. Other than the Cease Trade Orders, the Applicant has not previously been subject to a cease trade order.

14. The Applicant has applied to have each of the Cease Trade Orders concurrently revoked.

15. The Applicant is up-to-date with its other continuous disclosure obligations and has paid all outstanding participation fees, filing fees and late fees associated with those obligations owing to the Commission in connection with the Required Documents and has filed all of the forms associated with such payments.

16. The Applicant's SEDAR and SEDI profiles are up-to-date.

17. The Applicant held an annual and special meeting of shareholders on June 30, 2011, with respect to its fiscal year ended November 30, 2010 to, among other things, approve the Annual Filings.

18. The Applicant has not changed its business since the date of the Ontario Cease Trade Order.

19. Since the imposition of the Ontario Cease Trade Order, the only change in the insiders or controlling shareholders of the Applicant related to the election of directors at the annual and special meeting of shareholders on June 30, 2011 whereby one of the directors did not stand for re-election. Otherwise, the Applicant has had no changes to its directors since the date of the Cease Trade Order.

20. The Applicant is not currently 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. Upon the issuance of this revocation order, the Applicant will issue a press release announcing the revocation of the Cease Trade Orders of the Applicant and outlines the future plans of the Applicant. The Applicant will concurrently file the press release and a material change report 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 this 5th day of August, 2011.