September 9, 2021
STANS ENERGY CORP.
REVOCATION ORDER
Under the securities legislation of Ontario
(the Legislation)
Background
Stans Energy 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 May 6, 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 incorporated under the laws of the province of Ontario on November 27, 2008.
(b) The Issuer’s head office is located at 1 Yonge Street Unit #1011 Toronto, Ontario M5E 1E5.
(c) The Issuer is a reporting issuer in the provinces of Ontario, British Columbia and Alberta (the Reporting Jurisdictions) and Ontario is deemed the Principal Regulator.
(d) The Issuer’s authorized share capital consists of an unlimited number of common shares without par value. As of July 16, 2021: 187,308,586 common shares were issued and outstanding.
(e) The Issuer’s common shares are listed for trading on the TSX Venture Exchange (the TSXV) under the symbol “HRE”, and are quoted on the OTC Markets under the symbol “HREEF”. 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.
(f) The Issuer’s common shares were suspended from trading on the TSXV on May 7, 2020. The Issuer intends to apply for this suspension to be lifted as soon as the FFCTO is revoked.
(g) The FFCTO was issued due to the failure of the Issuer to file the following, within the required timeframe (collectively, the Outstanding Filings):
(i) the annual audited financial statements for the year ended December 31, 2019, as required under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102);
(ii) annual management’s discussion and analysis for the year ended December 31, 2019, as required under NI 51-102; and
(iii) certifications of the annual filings for the year ended December 31, 2019 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 FFCTO, the Issuer has filed in the Reporting Jurisdictions the Outstanding Filings as required by NI 51-102 and NI 52-109.
(i) On May 25, 2021, to correct deficiencies noted by Staff, the Issuer refiled its financial statements and related management’s discussion and analysis for the periods ended June 30, 2020 and September 30, 2020, respectively.
(j) On February 5, 2021, the Issuer filed the statements of executive compensation and the audit committee disclosure by venture issuers for the financial years ended December 31, 2017 to 2019. On August 31, 2021, the Issuer filed the statements of executive compensation and the audit committee disclosure by venture issuers for the year ended December 31, 2020. These documents were noted by Staff as being outstanding.
(k) 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.
(l) The Issuer’s issuer profile on the System for Electronic Document Analysis and Retrieval (SEDAR) and issuer profile supplement on the System for Electronic Disclosure by Insiders (SEDI) are current and accurate.
(m) 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.
(n) 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.
(o) Other than the FFCTO, the Issuer has not been subject to a cease trade order issued by any securities regulatory authority.
(p) 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.
(q) 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.
(r) 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.
(s) The Issuer has given 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) 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 Commission and obtains receipts for the preliminary and final prospectus from the Director under the Act,
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 containing the information required by applicable securities legislation, including the information required for a probable restructuring transaction, reverse takeover or significant acquisition (as applicable).
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.
“Lina Creta”
Lina Creta
Manager, Corporate Finance Branch
Ontario Securities Commission