Personas Social Incorporated, 2023 CanLII 24825

minicounsel

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

February , 2023

Personas Social Incorporated

Under the securities legislation of Ontario (the Legislation)

Background

Personas Social Incorporated (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, 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.

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:

3. The Applicant is a corporation that was continued pursuant to the Business Corporations Act (Alberta) on January 10, 2008.

4. The Applicant’s head office is located at 155 University Ave, Toronto, Ontario, M5H 3B7 and its registered office is located at 1250, 639 – 5 Avenue SW, Calgary, Alberta, T2P 0M9.

5. The Applicant is a reporting issuer in Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Yukon (the Reporting Jurisdictions).

6. The authorized capital of the Applicant consists of an unlimited number of Common Shares and an unlimited number of preference shares. As at the date hereof, 325,589,359 common shares were issued and outstanding (the Shares).

7. The Shares are listed for trading on the TSX Venture Exchange but trading in the Shares has been suspended as a result of the FFCTO and on the OCTPK. The Applicant will apply for the suspension to be lifted following a full revocation of the FFCTO.

8. Other than the Shares, the Applicant has options to purchase 40,542,800 shares outstanding under the Applicant’s employee stock option plan; warrants to purchase 1,200,000 shares and $250,000 debentures.

9. No securities of the Applicant are traded in Canada or any other country on a marketplace as defined in National Instrument 21-101 - Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

10. The FFCTO was issued as a result of the Applicant’s failure to file its audited annual financial statements for the year ended December 31, 2021 and accompanying management’s discussion and analysis (MD&A), within the timeframe required under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and certifications (NI 52-109 Certificates) of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (collectively, the Unfiled Documents).

11. Subsequent to the failure to file the Unfiled Documents, the Filer had also failed to file the unaudited interim financial reports, accompanying MD&As and NI 52-109 Certificates for the interim period ended June 30, 2022 (Interim Documents) in accordance with the requirements of Ontario securities laws.

12. The Unfiled Documents and subsequent filings were not filed in a timely manner as a result of the Applicant’s difficulties in hiring and retaining adequate finance employees necessary to help complete the Applicant’s audit.

13. The Applicant is subject to the FFCTO. The Applicant applied for revocations of the FFCTO to the Principal Regulator.

14. Since the issuance of the FFCTO, the Applicant has prepared and filed the following documents in the Reporting Jurisdictions (i) the Unfiled Documents, and (ii) the Interim Documents.

15. The Applicant is now i) up to date with all of its continuous disclosure obligations; (ii) is not in default of any of its obligations under the FFCTO; and (iii) is not in default of any requirements under the Act or the rules and regulations made pursuant thereto.

16. As of the date hereof, the Applicant's profiles on the System for Electronic document Analysis and Retrieval (SEDAR) and the System for Electronic Disclosure by Insiders are current and accurate.

17. The Applicant has the necessary financial resources to pay all outstanding fees and all fees including late fees have been paid to the applicable securities commissions.

18. The Applicant is not considering, nor is it involved in any discussion relating to, a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.

19. Since the issuance of the FFCTO, there have not been any material changes in the business, operations or affairs of the Applicant that have not been disclosed to the public.

20. The Applicant held an annual general meeting of its shareholders on November 7, 2022, and at which time all resolutions contemplated at this meeting were pass by the shareholders of the Applicant.

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.

Marie-France Bourret

Manager, Corporate Finance

Ontario Securities Commission

Personas Social Incorporated, 2023 CanLII 24825

Case Summary

3. The Applicant is a corporation that was continued pursuant to the Business Corporations Act (Alberta) on January 10, 2008.

4. The Applicant’s head office is located at 155 University Ave, Toronto, Ontario, M5H 3B7 and its registered office is located at 1250, 639 – 5 Avenue SW, Calgary, Alberta, T2P 0M9.

5. The Applicant is a reporting issuer in Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Yukon (the Reporting Jurisdictions).

6. The authorized capital of the Applicant consists of an unlimited number of Common Shares and an unlimited number of preference shares. As at the date hereof, 325,589,359 common shares were issued and outstanding (the Shares).

7. The Shares are listed for trading on the TSX Venture Exchange but trading in the Shares has been suspended as a result of the FFCTO and on the OCTPK. The Applicant will apply for the suspension to be lifted following a full revocation of the FFCTO.

8. Other than the Shares, the Applicant has options to purchase 40,542,800 shares outstanding under the Applicant’s employee stock option plan; warrants to purchase 1,200,000 shares and $250,000 debentures.

9. No securities of the Applicant are traded in Canada or any other country on a marketplace as defined in National Instrument 21-101 - Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

12. The Unfiled Documents and subsequent filings were not filed in a timely manner as a result of the Applicant’s difficulties in hiring and retaining adequate finance employees necessary to help complete the Applicant’s audit.

13. The Applicant is subject to the FFCTO. The Applicant applied for revocations of the FFCTO to the Principal Regulator.

14. Since the issuance of the FFCTO, the Applicant has prepared and filed the following documents in the Reporting Jurisdictions (i) the Unfiled Documents, and (ii) the Interim Documents.

15. The Applicant is now i) up to date with all of its continuous disclosure obligations; (ii) is not in default of any of its obligations under the FFCTO; and (iii) is not in default of any requirements under the Act or the rules and regulations made pursuant thereto.

16. As of the date hereof, the Applicant's profiles on the System for Electronic document Analysis and Retrieval (SEDAR) and the System for Electronic Disclosure by Insiders are current and accurate.

17. The Applicant has the necessary financial resources to pay all outstanding fees and all fees including late fees have been paid to the applicable securities commissions.

18. The Applicant is not considering, nor is it involved in any discussion relating to, a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.

19. Since the issuance of the FFCTO, there have not been any material changes in the business, operations or affairs of the Applicant that have not been disclosed to the public.

20. The Applicant held an annual general meeting of its shareholders on November 7, 2022, and at which time all resolutions contemplated at this meeting were pass by the shareholders of the Applicant.

Personas Social Incorporated, 2023 CanLII 24825

Case Summary

3. The Applicant is a corporation that was continued pursuant to the Business Corporations Act (Alberta) on January 10, 2008.

4. The Applicant’s head office is located at 155 University Ave, Toronto, Ontario, M5H 3B7 and its registered office is located at 1250, 639 – 5 Avenue SW, Calgary, Alberta, T2P 0M9.

5. The Applicant is a reporting issuer in Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Yukon (the Reporting Jurisdictions).

6. The authorized capital of the Applicant consists of an unlimited number of Common Shares and an unlimited number of preference shares. As at the date hereof, 325,589,359 common shares were issued and outstanding (the Shares).

7. The Shares are listed for trading on the TSX Venture Exchange but trading in the Shares has been suspended as a result of the FFCTO and on the OCTPK. The Applicant will apply for the suspension to be lifted following a full revocation of the FFCTO.

8. Other than the Shares, the Applicant has options to purchase 40,542,800 shares outstanding under the Applicant’s employee stock option plan; warrants to purchase 1,200,000 shares and $250,000 debentures.

9. No securities of the Applicant are traded in Canada or any other country on a marketplace as defined in National Instrument 21-101 - Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

12. The Unfiled Documents and subsequent filings were not filed in a timely manner as a result of the Applicant’s difficulties in hiring and retaining adequate finance employees necessary to help complete the Applicant’s audit.

13. The Applicant is subject to the FFCTO. The Applicant applied for revocations of the FFCTO to the Principal Regulator.

14. Since the issuance of the FFCTO, the Applicant has prepared and filed the following documents in the Reporting Jurisdictions (i) the Unfiled Documents, and (ii) the Interim Documents.

15. The Applicant is now i) up to date with all of its continuous disclosure obligations; (ii) is not in default of any of its obligations under the FFCTO; and (iii) is not in default of any requirements under the Act or the rules and regulations made pursuant thereto.

16. As of the date hereof, the Applicant's profiles on the System for Electronic document Analysis and Retrieval (SEDAR) and the System for Electronic Disclosure by Insiders are current and accurate.

17. The Applicant has the necessary financial resources to pay all outstanding fees and all fees including late fees have been paid to the applicable securities commissions.

18. The Applicant is not considering, nor is it involved in any discussion relating to, a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.

19. Since the issuance of the FFCTO, there have not been any material changes in the business, operations or affairs of the Applicant that have not been disclosed to the public.

20. The Applicant held an annual general meeting of its shareholders on November 7, 2022, and at which time all resolutions contemplated at this meeting were pass by the shareholders of the Applicant.

3. The Applicant is a corporation that was continued pursuant to the Business Corporations Act (Alberta) on January 10, 2008.

4. The Applicant’s head office is located at 155 University Ave, Toronto, Ontario, M5H 3B7 and its registered office is located at 1250, 639 – 5 Avenue SW, Calgary, Alberta, T2P 0M9.

5. The Applicant is a reporting issuer in Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Yukon (the Reporting Jurisdictions).

6. The authorized capital of the Applicant consists of an unlimited number of Common Shares and an unlimited number of preference shares. As at the date hereof, 325,589,359 common shares were issued and outstanding (the Shares).

7. The Shares are listed for trading on the TSX Venture Exchange but trading in the Shares has been suspended as a result of the FFCTO and on the OCTPK. The Applicant will apply for the suspension to be lifted following a full revocation of the FFCTO.

8. Other than the Shares, the Applicant has options to purchase 40,542,800 shares outstanding under the Applicant’s employee stock option plan; warrants to purchase 1,200,000 shares and $250,000 debentures.

9. No securities of the Applicant are traded in Canada or any other country on a marketplace as defined in National Instrument 21-101 - Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

12. The Unfiled Documents and subsequent filings were not filed in a timely manner as a result of the Applicant’s difficulties in hiring and retaining adequate finance employees necessary to help complete the Applicant’s audit.

13. The Applicant is subject to the FFCTO. The Applicant applied for revocations of the FFCTO to the Principal Regulator.

14. Since the issuance of the FFCTO, the Applicant has prepared and filed the following documents in the Reporting Jurisdictions (i) the Unfiled Documents, and (ii) the Interim Documents.

15. The Applicant is now i) up to date with all of its continuous disclosure obligations; (ii) is not in default of any of its obligations under the FFCTO; and (iii) is not in default of any requirements under the Act or the rules and regulations made pursuant thereto.

16. As of the date hereof, the Applicant's profiles on the System for Electronic document Analysis and Retrieval (SEDAR) and the System for Electronic Disclosure by Insiders are current and accurate.

17. The Applicant has the necessary financial resources to pay all outstanding fees and all fees including late fees have been paid to the applicable securities commissions.

18. The Applicant is not considering, nor is it involved in any discussion relating to, a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.

19. Since the issuance of the FFCTO, there have not been any material changes in the business, operations or affairs of the Applicant that have not been disclosed to the public.

20. The Applicant held an annual general meeting of its shareholders on November 7, 2022, and at which time all resolutions contemplated at this meeting were pass by the shareholders of the Applicant.

21. Upon the issuance of this revocation order, the Applicant will issue a news release announcing the revocation of the FFCTO and concurrently file the news release and a related material change report on SEDAR.

3. The Applicant is a corporation that was continued pursuant to the Business Corporations Act (Alberta) on January 10, 2008.

4. The Applicant’s head office is located at 155 University Ave, Toronto, Ontario, M5H 3B7 and its registered office is located at 1250, 639 – 5 Avenue SW, Calgary, Alberta, T2P 0M9.

5. The Applicant is a reporting issuer in Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Yukon (the Reporting Jurisdictions).

6. The authorized capital of the Applicant consists of an unlimited number of Common Shares and an unlimited number of preference shares. As at the date hereof, 325,589,359 common shares were issued and outstanding (the Shares).

7. The Shares are listed for trading on the TSX Venture Exchange but trading in the Shares has been suspended as a result of the FFCTO and on the OCTPK. The Applicant will apply for the suspension to be lifted following a full revocation of the FFCTO.

8. Other than the Shares, the Applicant has options to purchase 40,542,800 shares outstanding under the Applicant’s employee stock option plan; warrants to purchase 1,200,000 shares and $250,000 debentures.

9. No securities of the Applicant are traded in Canada or any other country on a marketplace as defined in National Instrument 21-101 - Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

12. The Unfiled Documents and subsequent filings were not filed in a timely manner as a result of the Applicant’s difficulties in hiring and retaining adequate finance employees necessary to help complete the Applicant’s audit.

13. The Applicant is subject to the FFCTO. The Applicant applied for revocations of the FFCTO to the Principal Regulator.

14. Since the issuance of the FFCTO, the Applicant has prepared and filed the following documents in the Reporting Jurisdictions (i) the Unfiled Documents, and (ii) the Interim Documents.

15. The Applicant is now i) up to date with all of its continuous disclosure obligations; (ii) is not in default of any of its obligations under the FFCTO; and (iii) is not in default of any requirements under the Act or the rules and regulations made pursuant thereto.

16. As of the date hereof, the Applicant's profiles on the System for Electronic document Analysis and Retrieval (SEDAR) and the System for Electronic Disclosure by Insiders are current and accurate.

17. The Applicant has the necessary financial resources to pay all outstanding fees and all fees including late fees have been paid to the applicable securities commissions.

18. The Applicant is not considering, nor is it involved in any discussion relating to, a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.

19. Since the issuance of the FFCTO, there have not been any material changes in the business, operations or affairs of the Applicant that have not been disclosed to the public.

20. The Applicant held an annual general meeting of its shareholders on November 7, 2022, and at which time all resolutions contemplated at this meeting were pass by the shareholders of the Applicant.

21. Upon the issuance of this revocation order, the Applicant will issue a news release announcing the revocation of the FFCTO and concurrently file the news release and a related material change report on SEDAR.