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
April 30, 2024
GREENBANK CAPITAL INC.
REVOCATION ORDER
Under the securities legislation of Ontario
(the Legislation)
Background
Greenbank Capital 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 December 4, 2023.
The Issuer has applied to the Principal Regulator under National Policy 11-2017 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, 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 and is governed by the Business Corporations Act (British Columbia).
(b) The Issuer’s head office is located at 100 King Street West, Suite 5700, Toronto, Ontario.
(c) The Issuer is a reporting issuer in the provinces of Ontario, British Columbia, and Alberta (the Reporting Jurisdictions), and Ontario is the Principal Regulator. The Issuer is not a reporting issuer in any other jurisdiction in Canada.
(d) The Issuer’s authorized capital consists of an unlimited number of common shares. As of March 18, 2024, 125,271,001 common shares are issued and outstanding.
(e) The Issuer’s common shares are listed for trading on the Canadian Securities Exchange (CSE) under the symbol “GBC”, as well as on the OTC Markets under the symbol “GRNBF” and on the Frankfurt Stock Exchange under the symbol “2TL” The common shares remain suspended on the CSE and Frankfurt Stock Exchange, 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 CSE 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 continuous disclosure materials within the required timeframe (collectively, the Annual Filings):
(i) annual audited financial statements for the year ended July 31, 2023, as required under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102);
(ii) management’s discussion and analysis (MD&A) related to the financial statements for the year ended July 31, 2023, as required under NI 51-102; and
(iii) certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuer’s 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 period ended October 31, 2023, as required under NI 51-102;
(ii) certifications of the interim financial statements and MD&A noted above as required by NI 52-109; and
(iii) statement of executive compensation for the year ended July 31, 2023, as required under NI 51-102.
(i) The Issuer has now filed all outstanding continuous disclosure documents with the Principal Regulator, including the Annual 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 and accurate.
(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 news release announcing the revocation of the FFCTO, and concurrently file the news 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 30th day of April, 2024
“Michael Balter” ”
Michael Balter
Manager, Corporate Finance
Ontario Securities Commission OSC File#: 2024/0133