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
Date: June 17, 2021
betterU Education Corp.
REVOCATION ORDER
Under the securities legislation of Ontario (the Legislation)
Background
betterU Education Corp. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the Ontario Securities Commission (the Principal Regulator) on September 18, 2020.
The 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
- Terms 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
- This decision is based on the following facts represented by the Issuer:
(a) The Issuer was formed by an amalgamation pursuant to the Business Corporations Act (British Columbia) under the name Range Capital Corp. on August 1, 2009 (subsequently renamed Open Gold Corp. on November 5, 2010 and betterU Education Corp. on March 3, 2017) and continued under the Canada Business Corporations Act pursuant to articles of continuance dated October 13, 2017.
(b) The Issuer’s head office is located at 213 Lucinda Cres, Ottawa, Ontario, K1W0A1.
(c) The Issuer's core competency is education technology (Edtech) operating in Canada, USA, India, Europe, Thailand and Africa providing a Skills Development Platform.
(d) The Issuer’s authorized share capital consists of an unlimited number of common shares;
(e) The Issuer currently has 78,271,751 common shares issued and outstanding. Free float is 63.2 million shares.
(f) The Issuer is a reporting issuer under the securities legislation of the provinces of Ontario, British Columbia, and Alberta (the Reporting Jurisdictions). The Issuer is not a reporting issuer in any other jurisdiction in Canada.
(g) The Issuer’s common shares are listed for trading on the TSXV under the symbol “BTRU”,and listed on the Frankfurt Stock Exchange under the symbol “50GA”. Other than as outlined in the preceding sentence, 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;
(h) The Issuer’s common shares were suspended from trading on the TSXV on September 18, 2020. The Issuer intends to apply for this suspension to be lifted as soon as the FFCTO is revoked;
(i) The Issuer was subject to prior cease-trade orders (the Prior CTOs) dated June 5, 2017 and revoked June 6, 2017, and dated October 3, 2019 and revoked October 23, 2019.
(j) Other than the FFCTO and the Prior CTOs, the Issuer has not been subject to a cease trade order issued by any securities regulatory authority.
(k) The FFCTO was issued due to the failure of the Issuer to file the following, within the required timeframe (collectively, the Initial Unfiled Documents):
(i) audited annual financial statements for the year ended March 31, 2020, as required under 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 for the year ended March 31, 2020; and
(iii) certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109).
(l) Since the issuance of the FFCTO, the Issuer also failed to file the following documents (the Subsequent Unfiled Documents) within the required timeframe:
(i) interim financial report for the interim period ending June 30, 2020;
(ii) MD&A relating to the interim financial report for the interim period ending June 30, 2020;
(iii) interim financial report for the interim period ending September 30, 2020;
(iv) MD&A relating to the interim financial report for the interim period ending September 30, 2020;
(v) interim financial report for the interim period ending December 31, 2020;
(vi) MD&A relating to the interim financial report for the interim period ending December 31, 2020;
(vii) certification of the foregoing filings as required by NI 52-109; and
(viii) executive compensation disclosure required under section 11.6 of NI 51-102 for its most recently completed financial year ended March 31, 2020.
(m) The Issuer has now filed the Initial Unfiled Documents and the Subsequent Unfiled Documents in the Reporting Jurisdictions on the System for Electronic Document Analysis and Retrieval (SEDAR) in accordance with NI 51-102 and NI 52-109.
(n) 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 the existence of the FFCTO; and (iii) not in default of any of its obligations under the FFCTO;
(o) 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 the Issuer by news release and material change report and filed on SEDAR.
(p) The Issuer is not considering nor is it involved in any discussions related to, a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.
(q) The Issuer has paid all outstanding activity, participation and late filing fees that are required to be paid in the Reporting Jurisdictions and has filed all forms associated with such payments.
(r) The Issuer's SEDAR and System for Electronic Disclosure by Insiders profiles are up-to-date.
(s) The Issuer has provided the Principal Regulator with a written undertaking to hold an annual meeting of shareholders within 90 days of the revocation of the FFCTO and to prepare a management information circular in accordance with Form 51-102F5 Information Circular, which will be sent to shareholders and filed on SEDAR in accordance with NI 51-102.
(t) 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
The 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.
The decision of the Principal Regulator under the Legislation is that the FFCTO is revoked
“Winnie Sanjoto”
Winnie Sanjoto
Manager, Corporate Finance
Ontario Securities Commission