Ontario Commission des 22nd Floor 22e étage
Securities valeurs mobilières 20 Queen Street West 20, rue Queen ouest
Commission de l’Ontario Toronto ON M5H 3S8 Toronto ON M5H 3S8
August 26, 2020
In the Matter of
the Securities Legislation of
Ontario (the "Jurisdiction")
and
In the Matter of
the Process for Cease to be a Reporting Issuer
Applications
and
In the Matter of
Seven Aces Limited (the "Filer")
Order
Background
The securities regulator in the Jurisdiction ("Decision Maker") has received an application from the Filer for an order under the securities legislation of the Jurisdiction (the "Legislation") that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the "Order Sought").
Under the National Policy 11-206 – Process for Cease to be a Reporting Issuer Applications (for a passport application):
a) the Ontario Securities Commission is the principal regulator for this application;
b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 – Passport System ("MI 11-102") is intended to be relied upon in Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland, and
c) this order is the order of the principal regulator that evidences the decision of the securities regulatory authority or regulator in Ontario.
Interpretation
Terms defined in National Instrument 14-101 – Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
Representations
This order is based on the following facts represented by the Filer:
the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
The Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the Jurisdictions; and
The Filer is not in default of securities legislation in any jurisdiction.
Order
The Decision Maker is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Maker under the Legislation is that the Order Sought is granted.
"Winnie Sanjoto"
Winnie Sanjoto
Manager, Corporate Finance
Ontario Securities Commission