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
IN THE MATTER OF
ADVANTAGEWON OIL CORP.
PARTIAL REVOCATION ORDER
Under the securities legislation of Ontario (the Legislation)
Background
Advantagewon Oil Corp. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the Ontario Securities Commission, its principal regulator (the Principal Regulator) on May 5, 2023.
The Issuer has applied to the Principal Regulator for a partial revocation order of the FFCTO (the Order).
Interpretation
Terms defined in National Instrument 14-101 Definitions or in National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (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 as “Advantagewon Oil Corp.” under the Business Corporations Act (Ontario) on July 10, 2013.
(b) The Issuer's registered office is located at 47 Colborne St., Suite 307, Toronto, Ontario, M5E 1P8.
(c) The Issuer is a reporting issuer under the securities legislation of the provinces of British Columbia, Ontario and Alberta. The Issuer is not a reporting issuer in any other jurisdictions in Canada.
(d) The Issuer's authorized share capital consists of an unlimited number of common shares (the Common Shares). The Issuer currently has 50,744,453 Common Shares issued and outstanding. Other than the issued and outstanding Common Shares, the Issuer has no securities outstanding.
(e) The Issuer’s securities are not listed on any stock exchange or quotation system. The Issuer was previously listed on the Canadian Securities Exchange (CSE), under the trading symbol “AOC”. On May 8, 2023, trading in the securities of the Issuer was halted. The Issuer was subsequently delisted from the CSE.
(f) The FFCTO was issued as a result of the Issuer's failure to file the following continuous disclosure materials as required by Ontario securities law:
a. audited financial statements for the year ended December 31, 2022;
b. management's discussion and analysis (MD&A) relating to the audited annual financial statements for the year ended December 31, 2022; and
c. the certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109).
(Collectively, the Required Annual Filings).
(g) The Required Annual Filings were not filed as a result of financial difficulties.
(h) Subsequent to the failure to file the Required Annual Filings, the Issuer also failed to file the following required filings:
a. annual audited financial statements for the year ended December 31, 2023;
b. interim unaudited financial statements for the interim periods ended March 31, 2022 through to March 31, 2023;
c. MD&A relating to the financial statements referred to in subparagraphs a. and b. above;
d. certificates required to be filed in respect of the financial statements referred to in subparagraphs a. and b. above under NI 52-109;
e. disclosure required by Form 51-102F6V Statement of Executive Compensation - Venture Issuers for the year ended December 31, 2023;
f. disclosure required by Form 52-110F2 Disclosure by Venture Issuers, for the year ended December 31, 2023; and
g. disclosure required by Form 58-101F2 Corporate Governance Disclosure (Venture Issuers), for the year ended December 31, 2023.
(Together with the Required Annual Filings, the Required Filings).
(i) The Issuer has failed to pay certain fees to the Principal Regulator including, but not limited to, those in connection with the Required Filings (the Outstanding Fees).
(j) The Issuer is seeking a partial revocation of the FFCTO to be able to complete a private placement of up to $60,000 by way of secured promissory notes (each a Secured Promissory Note) in the provinces of British Columbia, Ontario and other provinces (the Offering), with each Secured Promissory Note to be issued in the principal amount of C$1,000, bearing interest at an annual rate of 2% payable in arrears in equal installments semi-annually, and maturing on the date that is 24 months from the date of the issuance (Maturity Date).
(k) The Issuer intends to complete the Offering to enable the Issuer to raise sufficient funds to bring its continuous disclosure record up to date by filing the Required Filings, pay the Outstanding Fees, apply to the Principal Regulator for a full revocation of the FFCTO within a reasonable time following completion of the Offering, and provide working capital.
(l) The Offering will be conducted on a prospectus exempt basis with subscribers in Ontario who satisfy the requirements of sections 2.3 (Accredited Investor) and 2.5 (Family, Friends, and Business Associates) of National Instrument 45-106 Prospectus Exemptions.
(m) The Issuer is not currently 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) Other than the failure to file the Required Filings and the failure to pay the Outstanding Fees, the Issuer is not in default of any of the requirements of the Securities Act (Ontario) or the rules and regulations made pursuant thereto. The Issuer is not in default of the FFCTO. The Issuer's SEDAR+ and SEDI profiles are up to date.
(o) The Issuer intends to allocate the proceeds from the Offering as follows:
Description
Cost
Filing fees associated with obtaining this Order and the full revocation order for the FFCTO
$15,000
Legal fees, accounting fees, and General administrative expense related to the filing of all outstanding continuous disclosure documents
Legacy accounts payable including accounting and legal fees, consulting fees and outstanding transfer agent fees
$30,000
$15,000
Total:
$60,000
(p) The Issuer reasonably believes that the Offering will be sufficient to bring its continuous disclosure obligations up to date, pay the Outstanding Fees, apply for a full revocation of the FFCTO, and provide it with sufficient working capital to continue its business.
(q) As the Offering would involve a trade of securities and acts in furtherance of trades, the Offering cannot be completed without a partial revocation of the FFCTO.
(r) Effective April 19, 2024, Ms. Andra Enescu was appointed as director of the Issuer. Other than the aforementioned appointment (the Appointment), there have been no changes to the Issuer's directors or executive officers since the date of the FFCTO.
(s) Since the issuance of the FFCTO, except for the Appointment and the Private Placement, there have not been any material changes in the business, operations or affairs of the Issuer that have not been disclosed to the public.
(t) The Offering will be completed in accordance with all applicable laws.
(u) Prior to completion of the Offering, the Issuer will:
a. provide all participants in the Offering with the following:
i. a copy of the FFCTO; and
ii. a copy of this Order; and
b. obtain, and provide upon request to the Principal Regulator, from each participant in the Offering a signed and dated acknowledgment which clearly states that all of the Issuer's securities, including the securities issued in connection with the Offering, will remain subject to the FFCTO, and that the issuance of a partial revocation order does not guarantee the issuance of a full revocation order in the future.
(v) Upon the issuance of this Order, the Issuer will issue a press release announcing the order and the intention to complete the Offering as well as file a material change report. Upon completion of the Offering, the Issuer will issue a press release and file a material change report. As other material events transpire, the Issuer will issue appropriate press releases and file a material change report as applicable.
Order
The Principal Regulator is satisfied that a partial revocation of 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 partially revoked solely to permit the trades in securities of the Issuer (including for greater certainty, acts in furtherance of trades in securities of the Issuer) that are necessary for and are in connection with the Offering, provided that:
(a) prior to completion of the Offering, the Issuer will:
(i) provide to each subscriber under the Offering a copy of the FFCTO;
(ii) provide to each subscriber under the Offering a copy of this Order; and
(iii) obtain from each subscriber under the Offering a signed and dated acknowledgment, which clearly states that all of the Issuer's securities, including the Common Shares issued in connection with the Offering, will remain subject to the FFCTO, and that the issuance of a partial revocation order does not guarantee the issuance of a full revocation order in the future;
(b) the issuer will make available a copy of the written acknowledgements referred to in paragraph 5(a)(iii) to staff of the Principal Regulator on request;
(c) this Order only varies the FFCTO and does not provide an exemption from the prospectus requirement; and
(d) this Order will terminate on the earlier of (A) the closing of the Offering and (B) 60 days from the date hereof.
DATED this 24th day of June, 2024.
“Erin O’Donovan”__________
Erin O’Donovan
Manager, Corporate Finance
Ontario Securities Commission
OSC File #2024/0326