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
PROSPECT PARK CAPITAL CORP.
REVOCATION ORDER
Under the Securities Legislation of Ontario
(the Legislation)
Background
Prospect Park Capital Corp. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the Ontario Securities Commission (the Principal Regulator) on February 3, 2023.
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:
(i) The Issuer was incorporated under the Business Corporations Act (Ontario) on September 7, 2012.
(ii) The Issuer’s registered office is located at Bay Adelaide - Centre West Tower, Suite 5100 - 333 Bay Street, Toronto, Ontario M5H 2R2.
(iii) The Issuer is a public investment corporation that carries on business with the objective of enhancing shareholder value. Subject to the availability of capital, the
Issuer’s business objective is to give its shareholders the opportunity to indirectly participate in investments in early-stage public and private operating businesses in the resource and technology sectors.
(iv) The Issuer is a reporting issuer in each of the jurisdictions of Ontario, British Columbia and Alberta (the Reporting Jurisdictions).
(v) The Issuer’s authorized capital consists of an unlimited number of common shares of which 82,797,074 common shares are issued and outstanding as of the date hereof.
(vi) Other than the issued and outstanding common shares, the Issuer has no other securities, including debt securities or options, issued and outstanding.
(vii) The Issuer was delisted from the Canadian Securities Exchange on July 30, 2024.
(viii) No securities of the Issuer 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.
(ix) The FFCTO was issued as a result of the Issuer’s failure to file the following periodic disclosure required by the Legislation (the Unfiled Documents):
a. Audited annual financial statements for the year ended September 30, 2022;
b. Management’s discussion and analysis relating to the audited annual financial statements for the year ended September 30, 2022; and
c. Certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109).
(x) The Issuer’s failure to file the Unfiled Documents was a result of additional time needed time to complete the Issuer’s audit.
(xi) After the issuance of the FFCTO, the Issuer subsequently failed to file other continuous disclosure documents with the Principal Regulator within the prescribed timeframe in accordance with the requirements of Ontario securities law, including the following:
a. Interim financial statements for the three-month period ended December 31, 2022, and the associated MD&A;
b. Interim financial statements for the six-month period ended March 31, 2023, and the associated MD&A;
c. Interim financial statements for the nine-month period ended June 30, 2023, and the associated MD&A;
d. Annual financial statements for the year ended September 30, 2023, and the associated MD&A;
e. Interim financial statements for the three-month period ended December 31, 2023, and the associated MD&A;
f. Interim financial statements for the six-month period ended March 31, 2024, and the associated MD&A;
g. Interim financial statements for the nine-month period ended June 30,
2024, and the associated MD&A;
h. Annual financial statements for the year ended September 30, 2024, and the associated MD&A;
i. Interim financial statements for the three-month period ended December 31, 2024, and the associated MD&A; and
j. Certificates required under NI 52-109 for the interim filing for the interim period ended December 31, 2022, each interim and annual filing for the financial year ended September 30, 2023, each annual and interim filing for the financial year ended September 30, 2024, and the interim filing for the interim period ended December 31, 2024.
(xii) However, in connection with the application for the revocation of the FFCTO, the Issuer has now filed the following continuous disclosure documents on the System for Electronic Document Analysis and Retrieval + (SEDAR+):
a. Audited annual financial statements for the year ended September 30, 2022 and the associated MD&A;
b. Interim financial statements for the three-month period ended December 31, 2022, and the associated MD&A;
c. Interim financial statements for the six-month period ended March 31, 2023, and the associated MD&A;
d. Interim financial statements for the nine-month period ended June 30, 2023, and the associated MD&A;
e. Annual financial statements for the year ended September 30, 2023, and the associated MD&A;
f. Interim financial statements for the three-month period ended December 31, 2023, and the associated MD&A;
g. Interim financial statements for the six-month period ended March 31, 2024, and the associated MD&A;
h. Interim financial statements for the nine-month period ended June 30, 2024, and the associated MD&A;
i. Annual financial statements for the year ended September 30, 2024, and the associated MD&A;
j. Interim financial statements for the three-month period ended December 31, 2024, and the associated MD&A;
k. Certificates required under NI 52-109 for each interim and annual filing for the financial year ended September 30, 2022, each interim and annual filing for the financial year ended September 30, 2023, each annual and interim filing for the financial year ended September 30, 2024, and the interim filing for the interim period ended December 31, 2024.
l. The executive compensation disclosure required by Form 51-102F6 Statement of Executive Compensation (Form 51-102F6) for the years ended September 30, 2022, September 30, 2023, and September 30, 2024. The Issuer has voluntarily elected to provide the disclosure prescribed by Form 51-102F6 rather than the disclosure prescribed by Form 51-102F6V Statement of Executive Compensation – Venture Issuers;
m. The audit committee disclosure required by Form 52-110F2 Disclosure by Venture Issuers for the years ended September 30, 2022, September 30, 2023, and September 30, 2024 (this disclosure was included in the applicable annual MD&A); and
n. The corporate governance disclosure required by Form 58-101F2 Corporate Governance Disclosure (Venture Issuers) for the years ended September 30, 2022, September 30, 2023, and September 30, 2024 (this disclosure was included in the applicable annual MD&A).
(xiii) The Issuer has not filed the following documents on SEDAR+:
a. Executive compensation disclosure pursuant to Section 11.6 of National Instrument 51-102 Continuous Disclosure Obligations for the years ended September 30, 2020, and September 30, 2021;
b. Audit committee disclosure pursuant to Section 6.2 of National Instrument 52-110 Audit Committees for the years ended September 30, 2020 and September 30, 2021; and
c. Corporate governance disclosure pursuant to Section 2.2 of National Instrument 58-101 Disclosure of Corporate Governance Practices for the years ended September 30, 2020 and September 30, 2021.
(collectively, the Outstanding Filings). The Issuer has requested that the Principal Regulator exercise its discretion, in accordance with section 26 of NP 11-207, to elect not to require the Issuer to file the Outstanding Filings.
(xiv) The Issuer has filed with the Principal Regulator all continuous disclosure that it is required to file under Ontario securities law, except for the Outstanding Filings.
(xv) The Issuer is not in default of securities legislation, or the rules and regulations made pursuant thereto of Ontario or in any of the Reporting Jurisdictions, except for: (i) the circumstances of the FFCTO; and (ii) failure to file the Outstanding Filings. In particular, the Issuer is not in default of its obligations under the FFCTO.
(xvi) As of the date hereof, the Issuer 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.
(xvii) Other than the FFCTO, the Issuer has not previously been subject to a cease trade order issued by any securities regulatory authority.
(xviii) 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 are current and accurate.
(xix) Toby Pierce (since January 22, 2020), James Greig (since January 24, 2020), and Anthony Zelen (since July 22, 2021) are the current directors of the Issuer. The current CEO of the Issuer is James Greig (effective January 24, 2020) and the current CFO and Secretary of the Issuer is Malcolm Davidson (since March 24, 2022).
(xx) 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.
(xxi) The Issuer has given the Principal Regulator a written undertaking that the Issuer will hold an annual meeting of its shareholders within three (3) months after the date on which the FFCTO is revoked.
(xxii) Since the issuance of the FFCTO, there have been no material changes in the business, operations or affairs of the Issuer that have not been disclosed by news release and/or material change report and filed on SEDAR+.
(xxiii) The Issuer has filed a completed personal information form and authorization form for each director and executive officer of the Issuer in the form of Appendix A of National Instrument 41-101 General Prospectus Requirements.
(xxiv) 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 related matters and outlining the Issuer’s future plans.
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 at Toronto this 24th day of April, 2025.
“Lina Creta”
_____________________________
Lina Creta
Manager, Corporate Finance
Ontario Securities Commission OSC File#: 2024/0530