Ontario
Commission des
22^nd^ 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 THE SECURITIES LEGISLATION OF ONTARIO
AND
IN THE MATTER OF A REVOCATION OF A FAILURE-TO-FILE CEASE TRADE ORDER
AND
IN THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS
AND
IN THE MATTER OF APEX ANALYTICS CORP. (FORMERLY VOXTUR ANALYTICS CORP.)
BACKGROUND
Apex Analytics Corp. (formerly 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 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 (the FFCTO Revocation Order) pursuant to section 144 of the Securities Act (Ontario) (the Legislation).
The Principal Regulator has also received an application from the Issuer for an order (the Cease to be a Reporting Issuer Order) under subparagraph 1(10)(a)(ii) of the Legislation that the Issuer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer pursuant to section 21 of National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (NP 11-206).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
(a) the Principal Regulator is the principal regulator for this application; and
(b) the Issuer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System is intended to be relied upon in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island, Saskatchewan and Yukon.
INTERPRETATION
Terms defined in National Instrument 14-101 Definitions 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:
The Issuer was incorporated under the Business Corporations Act (Ontario) on June 12, 2007.
The Issuer is a reporting issuer in each 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). The Issuer is not a reporting issuer in any other jurisdiction in Canada.
The registered and head office of the Issuer is located at 495 Richmond Street, Suite 910, London, Ontario, N6A 5A9, Canada.
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:
(a) interim financial statements for the period ended June 30, 2025;
(b) management’s discussion and analysis (MD&A) relating to the interim financial statements for the period ended June 30, 2025; 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),
(collectively, the Unfiled Documents).
- Since the issuance of the FFCTO, the Issuer has also not filed the following documents:
(a) interim financial statements for the period ended September 30, 2025;
(b) MD&A relating to the financial statements referred to in paragraph (a) above;
(c) annual financial statements for the financial year ended December 31, 2025;
(d) MD&A relating to the financial statements referred to in paragraph (c) above;
(e) interim financial statements for the period ended March 31, 2026;
(f) MD&A relating to the financial statements referred to in paragraph (e) above;
(g) certification of the foregoing filings, as required by NI 52-109;
(h) a material change report in respect of each material change disclosed in the Transaction News Releases (as defined below);
(i) a news release and material change report regarding the issuance of the Sale Approval and Vesting Order and Transaction (each as defined below);
(j) a news release and material change report regarding the closing of the Transaction; and
(k) articles of amendment changing the name of the Issuer from Voxtur Analytics Corp. to Apex Analytics Corp.
(all such documents, together with the Unfiled Documents, collectively, the Unfiled Continuous Disclosure Documents).
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.
In light of ongoing financial difficulties, the Issuer and certain of its subsidiaries and affiliates (the Apex 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).
Pursuant to the Initial Order, the Court, inter alia, appointed PricewaterhouseCoopers Inc. as monitor (in such capacity, the Monitor) of the Apex 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 Apex Group.
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 (together, 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).
On November 20, 2025, the Court granted an order (the SISP Order) (i) 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 (ii) approving the Subscription Agreement with an effective date of November 13, 2025 as a stalking horse bid under the SISP.
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.
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 Apex 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 Apex Group had been stayed and suspended.
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.
The Issuer filed an application with the Principal Regulator under NP 11-207 for an order (the Partial Revocation Order) pursuant to section 144 of the Legislation partially revoking the FFCTO solely to permit the Transaction.
Pursuant to the Sale Approval and Vesting Order, the Court ordered that no meeting of shareholders or other holders of equity interests of the Issuer is required to complete the Transaction.
Pursuant to the Sale Approval and Vesting Order, the Court ordered that no approval, authorization or other action by or notice to or filing with any governmental authority or regulatory body exercising jurisdiction in respect of the Issuer is required to be held in respect of the Transaction.
As disclosed in the Partial Revocation Order, in connection with carrying out the SISP Order and obtaining the Sale Approval and Vesting Order, the Issuer had engaged in certain acts in furtherance of trades in securities of the Issuer, including its entry into the Subscription Agreement (the Acts), which Acts were taken with the approval of, and under the supervision of, the Court.
On February 19, 2026, the Issuer received the Partial Revocation Order from the Principal Regulator to enable the Issuer to complete the Transaction.
The Issuer has satisfied every condition of the Partial Revocation Order.
The Transaction was completed on March 6, 2026.
Immediately prior to closing of the Transaction, the issued and outstanding capital of the Issuer consisted of 4,081,632 Series B preferred shares and 777,646,926 common shares of the Issuer (the Common Shares).
The Issuer does not have any subsidiaries.
As a result of the completion of the Transaction, the authorized capital of the Issuer consists of an unlimited number of Purchased Shares. As of the date hereof, there are 110,228,280 Purchased Shares issued and outstanding held by HCP or its assignee. The Issuer has no other outstanding securities (including debt securities). HCP or its assignee is the sole beneficial registered holder of the Issuer and the Issuer is a wholly-owned subsidiary of HCP or its assignee.
The Common Shares previously traded on the TSX Venture Exchange (the TSXV) under the trading symbol “VXTR”. The Common Shares were suspended from trading on the TSXV in connection with the FFCTO. The Common Shares were delisted from the TSXV on December 12, 2025.
The Common Shares were previously quoted for trading on the OTCQB Venture Market (the OTCQB) in the United States under the symbol “VXTRF”. The Common Shares were delisted from the OTCQB on October 23, 2025.
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 the Acts and its obligations to complete and file the Unfiled Continuous Disclosure Documents.
There is no obligation in the Sale Approval and Vesting Order or the articles of the Issuer for the Issuer to maintain its status as a reporting issuer and no prohibition on ceasing to be a reporting issuer.
The Issuer has no current intention to seek public financing by way of an offering of its securities in Canada or elsewhere or to make or maintain a market in securities of the Issuer.
But for the fact that the Issuer is subject to the FFCTO as a result of failing to file the Unfiled Documents, the Issuer would be eligible to use the “simplified procedure” under NP 11-206 on the basis that:
(a) it is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuer Quoted in the U.S. Over-the-Counter Markets;
(b) the outstanding securities of the Issuer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide; and
(c) no securities of the Issuer, 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.
The Issuer is applying for an order that the Issuer has ceased to be a reporting issuer in all of the Reporting Jurisdictions as well as the FFCTO Revocation Order.
Upon the granting of the Cease to be a Reporting Issuer Order, the Issuer will not be a reporting issuer in any jurisdiction in Canada.
The Issuer acknowledges that, in granting the relief sought, the Principal Regulator is not expressing any opinion or approval as to the terms of the Transaction.
ORDER
The Principal Regulator is satisfied that the FFCTO Revocation Order and the Cease to be a Reporting Issuer Order meet the tests 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 FFCTO Revocation Order and the Cease to be a Reporting Issuer Order are granted.
DATED this 15^th^ day of June, 2026.
“Lina Creta”
Lina Creta
Associate Vice President, Corporate Finance
Ontario Securities Commission
OSC File #: 2026-204;
OSC File #: 2026-205