Star Navigation Systems Group Ltd., 2021 CanLII 125114

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

November 24, 2021

STAR NAVIGATION SYSTEMS GROUP LTD.

REVOCATION ORDER

Under the securities legislation of Ontario (the Legislation)

Background

1Star Navigation Systems Group Ltd. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the Ontario Securities Commission (the Principal Regulator) on November 1, 2019.

2The Issuer has applied to the Principal Regulator under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (NP 11-207) for an order revoking the FFCTO.

Interpretation

3Terms defined in National Instrument 14-101 Definitions or in NP 11-207 have the same meaning if used in this order, unless otherwise defined.

Representations

4This decision is based on the following facts represented by the Issuer:

(a) The Issuer was incorporated under the laws of the province of Ontario on February 9, 1993.

(b) The Issuer’s head office is located at 11 Kenview Blvd, Brampton, Ontario L6T 5G5.

(c) The Issuer is a reporting issuer in the jurisdictions of British Columbia, Alberta, Saskatchewan and Ontario (the Reporting Jurisdictions).

(d) The Issuer’s authorized share capital consists of an unlimited number of common shares and an unlimited number of preferred shares. As of the date hereof, 622,975,832 common shares and 615,000 preferred shares were issued and outstanding.

(e) The Issuer’s common shares are listed for trading on the Canadian Stock Exchange (CSE) under the symbol “SNA” and on the over the counter market’s OTC Pink Market under the symbol “SNAVF”. The common shares remain suspended on the CSE as of the date hereof. The common shares are not listed, quoted or traded on any other exchange, marketplace or other facility for bringing together buyers and sellers in Canada or elsewhere.

(f) The FFCTO was issued by the Principal Regulator as a result of the Issuer’s failure to file the following, within the required timeframe (collectively, the Annual Filings)

(i) annual audited financial statements for the year ended June 30,2019, as required under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102);

(ii) management’s discussion and analysis (MD&A) relating to the annual audited financial statements for the year ended June 30, 2019, as required under NI 51-102; and

(iii) certifications of the annual filings for the year ended June 30, 2019 as required by National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109).

(g) Since the issuance of the FFCTO, the Issuer also failed to file the following documents within the required timeframe (collectively, the Additional Required Filings):

(i) annual audited financial statements and related MD&A for the year ended June 30, 2020 as required under NI 51-102;

(ii) interim financial report and related MD&A for the interim periods ended September 30, 2019, December 31, 2019, March 31, 2020, September 30, 2020, December 31, 2020 and March 31, 2021 as required under NI 51-102; and

(iii) certifications of the Additional Required Filings as required by NI 52-109.

(h) The Issuer has now filed all outstanding continuous disclosure documents with the Principal Regulator, including the Annual Filings and Additional Required Filings.

(i) The Issuer is: (i) up-to-date with all of its continuous disclosure obligations; (ii) 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 existence of the FFCTO; and (iii) not in default of any of its obligations under the FFCTO;

(j) The Issuer’s profile on System for Electronic Document Analysis and Retrieval (SEDAR) and the System for Electronic Disclosure by Insiders (SEDI) are up-to-date.

(k) The Issuer has paid all outstanding activity, participating and late filing fees that are required to be paid and has filed all forms associated with such payments;

(l) 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.

(m) Since the issuance of the FFCTO, there have not been any material changes in the business, operations or affairs of the Issuer that have not been disclosed by news release and/or material change report filed on SEDAR;

(n) Upon the issuance of this revocation order the Issuer will issue a news release announcing the revocation of the FFCTO, and concurrently file the news release and a material change report on SEDAR.

Order

5The Principal Regulator is satisfied that the order to revoke the FFCTO meets the test set out in the Legislation for the Principal Regulator to make the decision.

6The decision of the Principal Regulator under the Legislation is that the FFCTO is revoked.