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
November 23, 2023
In the Matter
of
PREDICTIV AI INC.
Revocation Order Under the securities legislation of Ontario (Legislation)
Background
Predictiv AI Inc. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the Ontario Securities Commission (the Principal Regulator) on June 6, 2022.
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.
The Issuer has filed the continuous disclosure documents required under the Legislation.
Interpretation
Terms defined in National Instrument 14-101 Definitions and MI 11-107 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 under the laws of the province of Alberta on September 24, 1994, under the name 626359 Alberta Ltd., filing articles of amendment to change its name to "Consolitech Corp." on February 3, 1995. On May 30, 1995, the Issuer filed articles of amendment to remove its private company restrictions. On January 30, 2001, the Issuer again filed articles of amendment to, amongst other things, change its name from "Consolitech Invest Corp." to "HTN Inc.". The Issuer was continued under the laws of the province of Ontario on April 27, 2015, and concurrently amended its articles of incorporation to change its name to "Interest of Things Inc.". On September 1, 2020, the Issuer again filed articles of amendment, changing its name from "Interest of Things Inc." to "Predictiv AI Inc.".
b) The Issuer’s head office is located at 20 Bay Street, 11th Floor, Toronto, Ontario, Canada, M5J 2N8.
c) The Issuer is a reporting issuer in the jurisdictions of British Columbia, Alberta and Ontario (the Reporting Jurisdictions). The Issuer is not a reporting issuer in any other jurisdiction in Canada.
d) The Issuer’s authorized share capital consists of an unlimited number of common shares, an unlimited number of first preferred shares and an unlimited number of second preferred shares. As of the date hereof, 93,500,616 common shares are issued and outstanding.
e) The Issuer’s common shares are listed for trading on the TSX Venture Exchange (TSXV) under the symbol “PAI” as well as over-the-counter markets under the symbol "INOTF". The common shares remain suspended on the TSXV and OTC 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 Issuer intends to apply to the TSXV to lift the suspension of its common shares as soon as the FFCTO is revoked.
g) The FFCTO was issued by the Principal Regulator as a result of the Issuer’s failure to file the following documents within the required timeframe (collectively, the Initial Required Filings):
i. annual audited financial statements for the year ended January 31, 2022, 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 January 31, 2022, as required under NI 51-102; and
iii. certifications of the annual filings for the year ended January 31, 2022, 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 also failed to file the following documents within the required timeframe (collectively, the Additional Required Filings):
i. interim financial statements and related MD&A for the periods ended April 30, 2022, July 31, 2022, and October 31, 2022, respectively, as required under NI 51-102; and
ii. certifications of the interim financial statements and MD&A noted above as required by NI 52-109.
i) The Issuer has now filed all outstanding continuous disclosure documents with the Principal Regulator, including the Initial Required Filings and the Additional Required Filings.
j) 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.
k) The Issuer’s profiles on the System for Electronic Document Analysis and Retrieval+ (SEDAR+) and the System for Electronic Disclosure by Insiders (SEDI) are up to date.
l) 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.
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) The Issuer has provided a written undertaking to hold an annual meeting within three months after the date on which the FFCTO is revoked and will 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.
o) 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+.
p) Upon the issuance of this revocation order the Issuer will issue a press release announcing the revocation of the FFCTO, and concurrently file the press release 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.
DATED in Toronto this 23rd day of November, 2023.
“Lina Creta”
Lina Creta
Manager, Corporate Finance
Ontario Securities Commission OSC File#: 2023/0331