Ontario Securities Commission
Commission des valeurs mobilières de l’Ontario
22nd Floor 20 Queen Street West Toronto ON M5H 3S8
22e étage 20, rue queen ouest Toronto ON M5H 3S8
VOXTUR ANALYTICS CORP.
PARTIAL REVOCATION ORDER
Under the securities legislation of Ontario (the Legislation)
Background
Voxtur Analytics 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 September 5, 2025.
The Issuer has applied to the Principal Regulator for a partial revocation order of the FFCTO.
Interpretation
Terms defined in National Instrument 14-101 Definitions or National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions 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 the Business Corporations Act (Ontario) on June 12, 2007.
b. The Issuer is a reporting issuer in each of the provinces and territories of Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Saskatchewan and Yukon (the Reporting Jurisdictions).
c. The Issuer’s registered and head office is located at 175 Bloor Street East, South Tower, Suite 1105, Toronto, Ontario, M4W 3R8, Canada.
d. The Issuer provides real estate technology solutions that support the lending lifecycle. Its platforms deliver data analytics for property valuation, tax assessment, loan origination and servicing, portfolio securitization, and settlement services for investors, lenders, government agencies, and servicers.
e. The authorized capital of the Issuer consists of an unlimited number of common shares (the Common Shares) and preference shares (the Preference Shares). As at the date hereof, there are approximately 777,687,764 Common Shares and 4,081,632 Preference Shares issued and outstanding. The Issuer also has approximately 17,134,347 deferred share units, 542,260 restricted share units, 58,515,260 share purchase warrants, and 14,128,211 stock options outstanding. The Issuer has no other outstanding securities (including debt securities).
f. The Common Shares were listed on the TSX Venture Exchange (the TSXV) under the symbol “VXTR”. The Common Shares were delisted from the TSXV effective as of the close of markets on December 12, 2025, as a result of the failure of the Issuer to meet the continued listing requirements of the TSXV. The Common Shares are also quoted and currently halted for trading on the OTCQB in the United States under the symbol “VXTRF. The Issuer intends, following completion of the Transaction (as hereinafter defined), to delist the Common Shares from the OTCQB and apply for a full revocation of the FFCTO and for an order to cease to be a reporting issuer in all of the Reporting Jurisdictions.
g. The FFCTO was issued as a result of the Issuer’s failure to file the following continuous disclosure materials as required by applicable Canadian securities laws:
(i) interim financial statements for the period ended June 30, 2025,
(ii) management’s discussion and analysis (MD&A) relating to the interim financial statements for the period ended June 30, 2025,
(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),
(collectively, the Unfiled Documents).
h. In addition to the Unfiled Documents, the Issuer has also not filed the following documents:
(i) interim financial statements for the period ended September 30, 2025,
(ii) MD&A relating to the financial statements referred to in subparagraph (i) above,
(iii) certification of the foregoing filings, as required by NI 52-109,
(iv) a material change report in respect of each material change disclosed in the Transaction News Releases (as defined below), and
(v) a news release and material change report regarding the issuance of the Sale Approval and Vesting Order and Transaction (each as defined below)
(collectively, the Subsequent Unfiled Documents).
i. Except for news releases filed by the Issuer on SEDAR+ on (i) September 8, 2025, announcing the issuance of the FFCTO and the Issuer’s receipt of a notice of default under its credit facility; (ii) September 29, 2025, announcing that HCP (as defined below) had purchased certain secured indebtedness of the Issuer from Bank of Montreal; and (iii) November 10, 2025 announcing the commencement of a sale and investment solicitation process under the CCAA Proceedings (as defined below), the appointment of the Monitor (as defined below) and the issuance of the Initial Order (as defined below) (collectively, the Transaction News Releases), the Issuer has not filed continuous disclosure documents required to be filed by applicable Canadian securities laws since the date of the FFCTO.
j. In light of ongoing financial difficulties, the Issuer and certain of its subsidiaries and affiliates (the Voxtur Group) filed for creditor protection under the Companies’ Creditors Arrangement Act (Canada) (the CCAA) and received an order (the Initial Order) for creditor protection under the CCAA from the Ontario Superior Court of Justice (Commercial List) (the Court) on November 10, 2025 (the CCAA Proceedings).
k. Pursuant to the Initial Order, the Court, inter alia, appointed PricewaterhouseCoopers Inc. as monitor (in such capacity, the Monitor) of the Voxtur Group under the CCAA Proceedings and authorized the Issuer to obtain a debtor-in-possession loan in order to fund the CCAA Proceedings and other short-term working capital requirements of the Voxtur Group.
l. On November 13, 2025, the Issuer entered into a stalking horse subscription agreement (the Subscription Agreement) with HCP-FVY, LLC and HCP Fund V-FVY, LLC (collectively, HCP) providing for the sale of the Purchased Shares (as defined below) to HCP, subject to (i) the granting of the SISP Order (as defined below); (ii) the selection of the Subscription Agreement as the Successful Bid (as defined below); and (iii) the granting of the Sale Approval and Vesting Order (as defined below).
m. On November 20, 2025, the Court granted an order (the SISP Order) authorizing the Monitor to conduct, with the assistance of the Issuer, a sale and investment solicitation process (the SISP) intended to solicit interest in the opportunity for a sale of or investment in all or part of the Issuer's assets and business operations, and approving the Subscription Agreement with an effective date of November 13, 2025 as a stalking horse bid under the SISP.
n. The Monitor received bids from interested parties in connection with the SISP and, on or about January 8, 2026, the Monitor designated the Subscription Agreement submitted by HCP as the successful bid under the SISP (the Successful Bid) and, in accordance with the SISP Order, the Issuer sought Court approval of the Successful Bid and authority to consummate the transactions provided for therein.
o. On January 28, 2026, the Court granted an order under the CCAA (the Sale Approval and Vesting Order) pursuant to which, inter alia, the Court (i) approved the Subscription Agreement and the transaction (the Transaction) contemplated therein, including the sale and issuance by the Issuer of a new class of common shares in an amount to be determined (the Purchased Shares) to HCP, (ii) authorized the transfer and vesting of all of Voxtur Group’s right, title and interest in certain excluded assets and excluded liabilities to “Residual Co.”, (iii) authorized and directed the Issuer to issue the Purchased Shares to HCP, and vest in HCP, all right title and interest in and to the Purchased Shares, (iv) authorized the termination and cancellation all capital shares, capital stock, partnership, membership, joint venture or other ownership or equity interest, participation or securities (whether voting or non-voting, whether preferred, common or otherwise, and including share appreciation, contingent interest or similar rights) of the Issuer other than the Purchased Shares, and (v) noted that all rights and remedies against or in respect of the Voxtur Group had been stayed and suspended.
p. Pursuant to the Sale Approval and Vesting Order, the Court ordered that no approval of shareholders or other holders of equity interests of the Issuer is required in respect of the Transaction.
q. Following the completion of the Transaction, HCP or its nominee will be the sole shareholder of the Issuer.
r. In connection with carrying out the SISP Order and obtaining the Sale Approval and Vesting Order, the Issuer has engaged in certain acts in furtherance of trades in the securities of the Issuer, including its entry into the Subscription Agreement (collectively, the Acts), which Acts were taken with the approval of, and under the supervision of, the Court. Under the SISP Order, the Court approved the Subscription Agreement, with an effective date of November 13, 2025, as a stalking horse bid under the SISP, and subsequently, under the Sale Approval and Vesting Order, the Subscription Agreement was approved as the Successful Bid. Except for the Acts and the failure to file the Unfiled Documents and the Subsequent Unfiled Documents, the Issuer is not in default of any requirements of the FFCTO, the securities legislation of any jurisdiction in which the Issuer is a reporting issuer, or the rules and regulations made pursuant thereto.
s. 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 to the public apart from matters relating to the CCAA Proceedings and the Transaction.
t. All inquiries received from securityholders that the Issuer has received regarding the proposed Transaction have been resolved by the Monitor.
u. As the Transaction will involve trades in securities of the Issuer, the closing of the Transaction is conditional on the partial revocation of the FFCTO.
v. The issuance of the Purchased Shares by the Issuer will occur in Ontario.
w. The Purchased Shares will not be qualified for distribution to the public under any applicable Canadian securities laws and will be subject to restrictions on transfer in Canada.
x. Following completion of the Transaction, all securities of the Issuer will remain subject to the FFCTO until a full revocation of the FFCTO is granted.
y. Other than the Transaction, no further trading in securities of the Issuer will be made by the Issuer unless further relief from the FFCTO is sought by the Issuer.
z. Following completion of the Transaction, the Issuer intends to apply for a full revocation of the FFCTO and a cease to be a reporting issuer order.
aa. The Issuer's SEDAR+ and SEDI profiles are up to date and accurate.
Order
The Principal Regulator is satisfied that a partial revocation order 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 Transaction, provided that:
a. prior to completion of the Transaction, HCP will receive:
(i) a copy of the FFCTO;
(ii) a copy of this order; and
(iii) written notice from the Issuer, to be acknowledge by HCP in writing (the Acknowledgement), that all of the Issuer’s securities, including the securities issued in connection with the Transaction, will remain subject to the FFCTO until a full revocation order is granted, the issuance of which is not certain and that the Issuer intends to apply to cease to be a reporting issuer immediately following the closing of the Transaction;
b. the Issuer undertakes to make available a copy of the Acknowledgement to staff of the Principal Regulator upon request; and
c. this order will terminate on the earlier of the completion of the Transaction and 90 days from the date hereof.
DATED this 19th day of February 2026.
“Lina Creta”
Lina Creta
Associate Vice President, Corporate Finance
Ontario Securities Commission OSC File#: 2026/68