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
May 13, 2026
IN THE MATTER OF
THE SECURITIES LEGISLATION
OF ONTARIO
(the JURISDICTION)
AND
IN THE MATTER OF
THE PROCESS FOR CEASE TO BE A REPORTING ISSUER
APPLICATIONS
AND
IN THE MATTER OF
ASEP CORPORATION
(the FILER)
ORDER
Background
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
a) the Ontario Securities Commission is the principal regulator for this application; and
b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in all the provinces of Canada other than Ontario (together with the Jurisdiction, the Reporting Jurisdictions).
Interpretation
Terms defined in National Instrument 14-101 Definitions, and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
Representations
This order is based on the following facts represented by the Filer:
The Filer is a corporation existing under the Business Corporations Act (Ontario).
The Filer’s head office is located at 3601 HWY 7 E, Suite 1005, Markham, Ontario, L3R 0M3.
The Filer’s authorized capital consists of an unlimited number of common shares and an unlimited number of preferred shares, of which 66,415,249 common shares and nil preferred shares were issued and outstanding as at April 10.
The Filer is a reporting issuer under the laws of each of the Reporting Jurisdictions and is not in default of its obligations under the securities laws of any of the Reporting Jurisdictions.
The Filer voluntarily delisted from the TSX Venture Exchange on December 24, 2010 and since then has remained an unlisted reporting issuer in all the provinces of Canada.
On March 24, 2026, at the special meeting of the Filer’s shareholders (the Meeting), the shareholders of the Filer approved the consolidation and split (the Consolidation and Split) of the issued and outstanding common shares of the Filer (Shares), to be followed by an application of the Filer to cease being a reporting issuer in the Reporting Jurisdictions, whereby (i) holders of 98.50% of the Shares represented at the Meeting voted in favour of the Consolidation and Split; and (ii) holders of 96.41% of the Shares represented at the Meeting whose votes may be included in determining if minority approval was obtained pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101), being those shareholders known to hold less than 100,000 Shares, voted in favour of resolutions to approve the Consolidation and Split. Shareholders of the Filer holding an aggregate of 53,259,692 Shares, representing 80.19% of all issued and outstanding Shares, were present, in person or by proxy, at the Meeting.
Pursuant to the Consolidation and Split the issued and outstanding Shares would be consolidated on the basis of one (1) post-consolidation Share for each one hundred thousand (100,000) pre-consolidation Shares, followed by an immediate share split of the Shares on the basis of one hundred thousand (100,000) post-split Shares for each one pre-split, with the effect that shareholders holding one hundred thousand (100,000) or more Shares immediately prior to the Consolidation and Split would retain the same number of Shares following the Consolidation and Split, and shareholders holding fewer than one hundred thousand (100,000) Shares would have their Shares acquired for cash consideration of $0.005 per Share, provided that those shareholders whose Shares were not acquired pursuant to the Consolidation and Split could opt in any case to submit their shares to the Corporation for equivalent consideration of $0.005 per Share.
The Filer distributed the meeting materials (which included, among other things, the management information circular, notice of meeting, and letter of transmittal) relevant to the Meeting on March 3, 2026 to the shareholders of the Filer in accordance with applicable securities laws and regulations.
The Filer completed the Consolidation and Split effective April 13, 2026.
Immediately prior to the Consolidation and Split, the Filer’s securityholders comprised the following:
a. nil holders of preferred shares of the Filer;
b. 198 holders of an aggregate of 66,415,249 issued and outstanding Shares; and
c. 14 holders of debentures of the Filer in the aggregate amount of US$1,320,035.
- Following the Consolidation and Split, the Filer’s securityholders comprise the following:
a. nil holders of preferred shares of the Filer;
b. 34 holders of Shares (each a “Continuing Shareholder”);
c. 14 holders of debentures of the Filer, of which 12 such holders are not also Continuing Shareholders (each a “Continuing Debentureholder” and, collectively with the Continuing Shareholders, the “Continuing Securityholders”).
- 38 of the 46 Continuing Securityholders, or approximately 83% thereof, are represented by members of management or by employees of the Filer or are persons known directly by management of the Filer. Of the 46 Continuing Securityholders:
(i) 26 are resident in Ontario (representing approximately 68% of the issued and outstanding Shares);
(ii) 3 are resident in Alberta (representing approximately 20% of the issued and outstanding Shares);
(iii) 6 are resident in British Columbia (representing approximately 4% of the issued and outstanding Shares);
(iv) 1 is resident in Québec (representing approximately 4% of the issued and outstanding Shares); and
(v) 10 are resident in United States (representing approximately 4% of the issued and outstanding Shares).
Pursuant to the Consolidation and Split, all Continuing Shareholders had the option to exit their interests in the Filer for consideration of $0.005 per Share in advance of this application by the Filer to cease to be a reporting issuer.
All the debentures continue to be governed by and subject to their terms as established and governed prior to the Consolidation and Split.
The Filer is not eligible to surrender its status as a reporting issuer pursuant to the simplified procedure under section 19 of National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (“NP 11-206”) as the Shares and debentures are not beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada.
The Filer is not eligible to surrender its status as a reporting issuer pursuant to the modified procedure under section 20 of NP 11-206 as the Filer is not incorporated or organized under the laws of a foreign jurisdiction, does not file continuous disclosure reports under U.S. Securities laws and is not listed on a U.S. exchange.
Although the Filer does not, in part, meet the criteria set forth in subsection 19(b) of NP 11-206, the Filer meets the remaining “simplified procedure” criteria set forth in section 19 of NP 11-206 as follows:
a. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.
b. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 51 securityholders in total worldwide.
c. No securities of the Filer, including debt securities, are traded in Canada or another 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.
d. The Filer is not in default of securities legislation in any jurisdiction.
The Filer has no intention to seek public financing by way of an offering of securities.
There is no obligation or covenant related to the outstanding debentures of the Filer to maintain its status as a reporting issuer in any jurisdiction of Canada.
The Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the Reporting Jurisdictions.
Upon granting of the Order Sought, the Filer will no longer be a reporting issuer or the equivalent thereof in any jurisdiction of Canada..
Order
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
“Lina Creta”
Lina Creta
Associate Vice President, Corporate Finance
Ontario Securities Commission
OSC File #: 2026-139