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: August 18, 2021
ONENERGY INC.
REVOCATION ORDER
Under the securities legislation of Ontario (the Legislation)
Background
ONEnergy Inc. (the Issuer or ONEnergy) is subject to a failure-to-file cease trade order (the CTO) issued by the Ontario Securities Commission (the Principal Regulator) on May 6, 2019.
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 CTO.
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) ONEnergy is governed by the Business Corporations Act (Ontario).
(b) ONEnergy’s head office is located at 401 Bay Street, Suite 2410, Toronto, Ontario M5H 2Y4.
(c) ONEnergy’s authorized capital consists of an unlimited number of common shares and unlimited number of preference shares. As of June 22, 2021, 23,975,507 common shares were issued and outstanding and nil preference shares were issued and outstanding.
(d) ONEnergy’s common shares are listed on the NEX board of the TSX Venture Exchange under the symbol “OEG.H”. ONEnergy’s common shares were previously listed for trading on the TSX Venture Exchange until February 10, 2021.
(e) ONEnergy’s common shares were suspended from trading on the TSX Venture Exchange on May 6, 2019. ONEnergy’s common shares remained suspended from trading on the NEX upon the transfer of the listing of ONEnergy’s common shares to the NEX from the TSX Venture Exchange on February 10, 2021.
(f) ONEnergy is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland.
(g) The CTO was issued due to the failure of the Issuer to file the following, within the required timeframe (collectively, the Required Filings):
(i) audited annual financial statements for the year ended December 31, 2018;
(ii) management’s discussion and analysis related to audited annual financial statements for the year ended December 31, 2018; and
(iii) certificate of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109).
(h) Since the issuance of the CTO, the Issuer also failed to file the following documents within the required timeframe (collectively, the Additional Required Filings):
(i) interim financial statements for the period ended September 30, 2020;
(ii) management’s discussion and analysis for the period ended September 30, 2020;
(iii) interim financial statements for the period ended June 30, 2020;
(iv) management’s discussion and analysis for the period ended June 30, 2020;
(v) interim financial statements for the period ended March 31, 2020;
(vi) management’s discussion and analysis for the period ended March 31, 2020;
(vii) annual audited financial statements for the year ended December 31, 2019, together with the auditor’s report thereon;
(viii) management’s discussion and analysis for the year ended December 31, 2019;
(ix) interim financial statements for the period ended September 30, 2019;
(x) management’s discussion and analysis for the period ended September 30, 2019;
(xi) interim financial statements for the period ended June 30, 2019;
(xii) management’s discussion and analysis for the period ended June 30, 2019;
(xiii) interim financial statements for the period ended March 31, 2019;
(xiv) management’s discussion and analysis for the period ended March 31, 2019; and
(xv) certification of the foregoing filings as required by NI 52-109.
(i) ONEnergy has now filed all outstanding continuous disclosure documents with the Principal Regulator, including:
(i) audited annual financial statements for the year ended December 31, 2020;
(ii) management’s discussion and analysis related to the audited annual financial statements for the year ended December 31, 2020;
(iii) interim financial statements for the period ended March 31, 2021;
(iv) management’s discussion and analysis for the period ended March 31, 2021;
(v) certification of the foregoing filings as required by NI 52-109; and
(vi) the Required Filings and the Additional Required Filings.
(j) ONEnergy is not in default of any of its obligations under the CTO, nor any requirements under the Legislation or the rules and regulations made pursuant to the Legislation, except the existence of the CTO.
(k) There are no revocation applications in progress relating to ONEnergy, aside from this application.
(l) ONEnergy has paid any and all outstanding fees, including activity fees, participation fees and late filing fees that are required to be paid and has filed all forms associated with such payments.
(m) ONEnergy’s profiles on the System for Electronic Document Analysis and Retrieval (SEDAR) and System for Electronic Disclosure by Insiders (SEDI) are up-to-date.
(n) The Issuer has provided the Principal Regulator a written undertaking that the Issuer will not complete:
(i) a restructuring transaction involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada,
(ii) a reverse takeover with a reverse takeover acquirer that has a direct or indirect, existing or proposed, material underlying business which is not located in Canada, or
(iii) a significant acquisition involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada,
unless
(A) the Issuer files a preliminary prospectus and a final prospectus with the Principal Regulator and obtains receipts for the preliminary and final prospectus from the Director under the Securities Act (Ontario),
(B) the Issuer files or delivers with the preliminary prospectus and the final prospectus the documents required by Part 9 of National Instrument 41-101 General Prospectus Requirements (NI 41-101) including a completed personal information form and authorization in the form set out in Appendix A of NI 41-101 for each current and incoming director, executive officer and promoter of the Issuer, and
(C) the preliminary prospectus and final prospectus contain the information required by applicable securities legislation, including the information required for a probable restructuring transaction, reverse takeover or significant acquisition (as applicable).
(o) ONEnergy has provided a written undertaking to hold an annual meeting within three months after the date on which the CTO is revoked.
(p) Since the issuance of the CTO, there have been no 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.
(q) Upon the revocation of the CTO, ONEnergy will issue a news release announcing the revocation of the CTO and concurrently file the news release and a material change report.
Order:
The Principal Regulator is satisfied that the order to revoke the CTO 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 CTO is revoked.
“Michael Balter”
Michael Balter
Manager, Corporate Finance
Ontario Securities Commission