3 Sixty Risk Solutions Ltd., 2020 CanLII 93665

Ontario Commission des 22^nd 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

3 SIXTY RISK SOLUTIONS LTD.

Under the securities legislation of Ontario

(the Legislation)

Background

3 Sixty Risk Solutions Ltd. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the Ontario Securities Commission, its principal regulator (the Principal Regulator) on July 15, 2020.
The Issuer has applied to the Principal Regulator for a partial revocation order of the FFCTO.

Interpretation

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 (NP 11-207) have the same meaning if used in this order, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Issuer:

(a) The Issuer is a corporation existing under the Business Corporations Act (British Columbia).

(b) The Issuer's registered office is located at 12-83 Little Bridge Street, Almonte, Ontario, K0A 1A0.

(c) The Issuer is a reporting issuer in Ontario, British Columbia and Alberta. The Issuer is not a reporting issuer in any other jurisdiction in Canada.

(d) The authorized share capital of the Issuer consists of an unlimited number of common shares. The Issuer currently has 183,677,892 common shares issued and outstanding. In addition, the Issuer has issued 5,126,066 warrants to acquire common shares and has granted 6,781,537 stock options to acquire common shares.

(e) The Issuer’s common shares are listed for trading on the Canadian Security Exchange under the symbol “SAFE”. A trading halt was implemented on July 16, 2020 following the issuance of the FFCTO after the close of trading on July 15, 2020.

(f) The FFCTO was issued as a result of the Issuer's failure to file the following continuous disclosure materials as required by Ontario securities law:

(i) audited annual financial statements for the year ended December 31, 2019, as required by National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102);

(ii) management’s discussion and analysis (MD&A) relating to the audited annual financial statements, as required by NI 51-102; and

(iii) CEO and CFO certificates relating to the audited annual financial statements, as required by National Instrument 52-109 Certification of Disclosure in Filer’s Annual and Interim Filings (“NI 52-109”);

(collectively, the Required Annual Filings).

(g) The Required Annual Filings were not filed due to several factors including (i) the impact of the COVID-19 pandemic on the Issuer, including the affliction of certain staff critical to financial reporting for the Issuer, (ii) the former Interim Chief Financial Officer of the Issuer resigned, as disclosed in a press release dated June 1, 2020, and (iii) the Issuer being made aware near the end of the planned audit process of the need to reassess the amounts recorded in the Issuer’s interim financial statements for intangible assets and goodwill for each of the three month periods ended March 31, 2019, June 30, 2019 and September 30, 2019 as it relates to the Issuer’s acquisition of Total Cannabis Security Solutions in January 2019 and the resulting necessity of amending and restating these interim financial statements and related management’s discussion and analysis, which the Issuer must do prior to finalizing and filing the financial results for the fourth quarter and fiscal year ended December 31, 2019.

(h) No later than July 15, 2020, the Issuer was required to file the following continuous disclosure materials:

(i) interim financial statements for the three months ended March 31, 2020, as required by NI 51-102;

(ii) MD&A relating to the interim financial statements, as required by NI 51-102; and

(iii) CEO and CFO certificates relating to the interim financial statements, as required by NI 52-109;

(collectively, the Required Interim Filings and together with the Required Annual Filings, the Required Filings).

(i) The Issuer is seeking a partial revocation of the FFCTO to complete a private placement (the Private Placement) for aggregate gross proceeds of up to $6,750,000 in order to raise the funds necessary to complete and file the outstanding Required Filings and fund the expenses as outlined below. The Private Placement will be comprised of:

(i) a secured demand loan in the principal amount of up $2,750,000 pursuant to a demand loan agreement secured by a general security agreement over all of the assets of the Issuer and its subsidiary, 3 Sixty Secure Corp; and

(ii) a factoring arrangement in the principal amount of up to $4,000,000 pursuant to an account sale and purchase agreement, secured by a general security agreement over all of the assets of the Issuer and 3 Sixty Secure Corp.

On closing of the Private Placement, the Issuer intends to draw approximately $4,600,000 of the funds available from the loan facilities.

(j) The Private Placement will be conducted on a prospectus exempt basis with lenders in Alberta and Ontario who are accredited investors (as defined in section 73.3 of the Securities Act (Ontario) (the Act) and National Instrument 45-106 – Prospectus Exemptions.

(k) The Issuer intends to prepare and file the Required Filings and any other filings then due in order to bring itself into compliance with its disclosure obligations and pay all outstanding fees as set out below. The Issuer also intends to apply to the Principal Regulator to have the FFCTO fully revoked within a reasonable time following completion of the Private Placement.

(l) The Private Placement is subject to certain filings required by the Canadian Securities Exchange and will be completed in accordance with all applicable laws.

(m) The Issuer 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.

(n) Other than the failure to file the Required Filings, the Issuer is not in default of any of the requirements of the Act or the rules and regulations made pursuant thereto. The Issuer’s SEDAR and SEDI profiles are up to date.

(o) The Issuer intends to allocate the proceeds from the Private Placement as follows:

Description

Cost

Accounting, audit and legal fees associated with the preparation and filing of the relevant continuous disclosure documents

$45,000

Retirement of Existing Debt

$4,050,000

Costs of providing services

$300,000

Salary and wages

$160,000

Ongoing Working Capital

$45,000

Total

$4,600,000

(p) The Issuer reasonably believes that, while there are no assurances that the Private Placement will be completed on the terms set out above, if completed in that manner, it will be sufficient to bring its continuous disclosure obligations up to date and pay all related outstanding fees and provide it with sufficient working capital to enable it to continue operations.

(q) As the Private Placement would involve a trade of securities and acts in furtherance of trades, the Private Placement cannot be completed without a partial revocation of the FFCTO.

(r) Prior to completion of the Private Placement, the Issuer will:

(i) provide any lender in the Private Placement with a copy of the FFCTO and a copy of the partial revocation order;

(ii) obtain from each lender in connection with the Private Placement a signed and dated acknowledgment which clearly states that all of the Issuer's securities, including any securities issued in connection with the Private Placement, will remain subject to the FFCTO, and that the issuance of a partial revocation order does not guarantee the issuance of a full revocation order in the future; and

(iii) will make available a copy of the written acknowledgements referred to in paragraph 3(r)(ii) to staff of the Principal Regulator on request.

(s) Additionally, the Issuer will issue a press release announcing the 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 file a material change report as applicable.

Order

The Principal Regulator is satisfied that a partial revocation of the FFCTO meets the test set out in the Legislation for the Principal Regulator to make the decision.
The decision of the Principal Regulator under the Legislation is that the FFCTO is partially revoked solely to permit the trades in securities of the Issuer (including for greater certainty, acts in furtherance of trades in securities of the Issuer) that are necessary for and are in connection with the Private Placement, provided that:

(a) Prior to completion of the Private Placement, the Issuer will:

(i) provide to each lender under the Private Placement a copy of the FFCTO;

(ii) provide to each lender under the Private Placement a copy of this Order; and

(iii) obtain from each lender under the Private Placement a signed and dated acknowledgment, which clearly states that all of the Issuer’s securities, including the securities issued in connection with the Private Placement will remain subject to the FFCTO, and that the issuance of a partial revocation order does not guarantee the issuance of a full revocation order in the future.

(b) the Issuer will make available a copy of the written acknowledgements referred to in paragraph 5(a)(iii) to staff of the Principal Regulator on request;

(c) the partial revocation order only varies the FFCTO order and does not provide an exemption from the prospectus requirement; and

(d) this Order will terminate on the earlier of (A) the closing of the Private Placement and (B) 60 days from the date hereof.

DATED this 08^th day of October, 2020.

“Winnie Sanjoto”

Winnie Sanjoto

Manager, Corporate Finance

Ontario Securities Commission