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
December 19, 2025
IN THE MATTER OF
MIJEM NEWCOMM TECH INC.
REVOCATION ORDER
Under the securities legislation of Ontario (the Legislation)
Background
Mijem Newcomm Tech 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, 2024.
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 is a reporting issuer in the provinces of British Columbia, Alberta, Manitoba and Ontario (the Reporting Jurisdictions). The Issuer is not a reporting issuer in any other jurisdiction in Canada.
(b) The Issuer was incorporated pursuant to the Canada Business Corporation Act on December 27, 2017, as 10557633 Canada Corp. On May 16, 2018, the Issuer changed its name to Great Oak Enterprises Ltd. On December 23, 2021, the Issuer changed its name to Mijem Newcomm Tech Inc.
(c) The Issuers registered and head office 1800-372 Bay St, Toronto ON M5H 2W9.
(d) The authorized capital of the Issuer consists of an unlimited number of:
i. Common shares
ii. Class A Shares
iii. Class B Shares
iv. Class C Shares
v. First Preferred Shares
As of the date hereof there are 62,073,075 Common Shares issued and outstanding and no other classes of shares are issued or outstanding.
(e) On May 12, 2025, a Partial Revocation Order was granted allowing the Issuer to raise up to $250,000 at $0.0005 per Common Share. On June 18, 2025, the Issuer disseminated a news release stating that it had raised $171,427 and filed the news release on the System for Electronic Document Analysis and Retrieval + (SEDAR+). On June 19, 2025, the Issuer filed a corresponding material change report on SEDAR+.
(f) The Common Shares are traded on the Canadian Securities Exchange (the CSE) under the symbol "MJEM". The Common Shares were suspended from trading in connection with the FFCTO. They are not listed, quoted or traded on any other exchange, marketplace or other facility for bringing together buyers and sellers in Canada or elsewhere. No other classes of shares are listed, quoted or traded on any exchange, marketplace or facility in Canada or elsewhere.
(g) The FFCTO was issued by the Principal Regulator on December 4, 2024 as a result of the Issuer's failure to file the following continuous disclosure materials within the required timeframe as required by the Legislation (collectively, the Unfiled Documents):
i. Annual financial statements for the period ended July 31, 2024;
ii. Management's discussion and analysis related to the annual financial statements for the period ended July 31, 2024; and
iii. Certification of the foregoing filings 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 subsequently also failed to file other continuous disclosure documents with the Principal Regulator within the prescribed timeframe in accordance with the Legislation (collectively, the Subsequent Unfiled Documents), including the following:
i. Interim financial statements and related MD&A for the three-month period ended October 31, 2024;
ii. Interim financial statements and related MD&A for the six-month period ended January 31, 2025;
iii. Interim financial statements and related MD&A for the nine-month period ended April 30, 2025;
iv. Certification of the foregoing filings as required by NI 52-109.
(i) The Issuer is not in default of any requirements of the FFCTO or the applicable securities legislation of any jurisdiction in Canada or the rules and regulations made pursuant thereto, other than its obligations to complete and file the Unfiled Documents and the Subsequent Unfiled Documents and the possible contravention of the FFCTO described in paragraph (s) below.
(j) As of the date of this decision document:
i. The Issuer has now filed with the Principal Regulator all continuous disclosure that it is required to file under the Legislation and has paid all outstanding participation fees, activity fees, filing fees and late fees that are required to be paid and has filed all forms associated with such payments.
ii. The Issuer is 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. The Issuer is not in default of any of its obligations under the FFCTO.
(k) In connection with the application for the revocation of the FFCTO, the Issuer filed the Unfiled Documents on SEDAR+ on August 22, 2025, and the Issuer filed the Subsequent Unfiled Documents on SEDAR+ on September 3, 2025.
(l) The Issuer is not 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.
(m) Phuong Dinh (since 2022), Brian Gusko (since July 9, 2025), Dallas La Porta (since September 3, 2025), and Alex Pekurar (since 2022) are the current directors of the Issuer. The current interim CEO of the Issuer is Stephen Coates (effective March 17, 2023) and the current CFO of the Issuer is Hatem Kawar (since February 12, 2024).
(n) Other than the FFCTO, the Issuer has not previously been subject to a cease trade order issued by any securities regulatory authority.
(o) As of the date hereof, the Issuer’s profile on SEDAR+ and the Issuer’s profile supplement on the System for Electronic Disclosure by Insiders (SEDI) are current and accurate.
(p) 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+.
(q) Upon the revocation of the FFCTO, the Issuer will issue a news release and concurrently file a material change report on SEDAR+ announcing the revocation of the FFCTO and outlining the Issuer’s future plans.
(r) The Issuer has submitted an Undertaking to the Ontario Securities Commission that it will not complete:
i. A restructuring transaction involving, directly or indirectly, and existing, or proposed, material underlying business which is not located in Canada;
ii. A reverse takeover with a reverse takeover acquirer that has a director or indirect, existing or proposed, material underlying business which is not located in Canada; or
iii. A significant acquisition involving, directly or indirectly, an existing or proposed material underlying business which is not located in Canada.
Unless
i. 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 Legislation;
ii. 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
iii. The preliminary prospectus and final prospectus contain the information required by applicable securities legislation, including the information required for a probable restructuring transaction, reverse takeover or significant acquisition (as applicable).
(s) Because the Issuer has disclosed in its most recent annual Management Discussion and Analysis that it “expects to identify an asset or business to acquire and close a Business Transaction”, this may have been an act in furtherance of a trade.
(t) the Issuer intends to apply to the CSE to lift the suspension of its common shares as soon as the FFCTO is revoked.
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 on this 19th day of December, 2025.
“Lina Creta”
Lina Creta
Associate Vice President, Corporate Finance Department
Ontario Securities Commission
OSC File #: 2025/0539