BCSC Partial Revocation of Cease Trade Order

Citation: 2019 BCSECCOM 16

Partial Revocation Order

Nextraction Energy Corp.

Section 171 of the Securities Act, R.S.B.C. 1996, c. 418

¶ 1 On May 8, 2015, the Executive Director issued an order (the Cease Trade Order) under section 164(1) of the Securities Act, R.S.B.C. 1996, c. 418 (the Act) that all trading in the securities of Nextraction Energy Corp. (the Filer) cease until it files the required records referred to in the Order.

¶ 2 The Filer has made an application to the Executive Director under section 171 of the Act for a partial revocation of the Cease Trade Order to the Filer.

¶ 3 The Filer represented to the Commission that:

1. The Filer was incorporated under the laws of Alberta on April 9, 1996.

2. The Filer’s head office is located in Calgary, Alberta.

3. The Filer is a reporting issuer in the provinces of Alberta and British Columbia.

4. The Filer has an authorized share capital of an unlimited number of common shares and an unlimited number of preference shares, of which 42,462,408 common shares and no preference shares are issued and outstanding.

5. The Cease Trade Order was issued due to its failure to file annual audited financial statements, annual management's discussion and analysis, and certification of annual filings for the year ended December 31, 2014.

6. The Filer is also subject to a cease trade order issued by the Alberta Securities Commission dated May 6, 2015.

7. The Filer is seeking a partial revocation of the Cease Trade Order in order to distribute, pursuant to certain exemptions from the prospectus requirement, promissory notes for aggregate maximum proceeds of $195,000 (the Offering).

8. For each distribution made in respect of the Offering, the Filer will comply with the employee, executive officer, director and consultant exemption in section 2.24 of National Instrument 45-106 Prospectus Exemptions (NI 45-106). The Filer will only use the exemption in section 2.24 of NI 45-106 to raise funds from executive officers and directors and will not use this exemption to raise funds from employees or consultants.

9. The Offering is intended to take place in British Columbia, Alberta and possibly other jurisdictions in Canada.

10. The Filer reasonably expects the proceeds from the Offering will be used in a manner consistent with the below table:

11. The Filer reasonably expects that the proceeds from the Offering will be
sufficient to bring its continuous disclosure up to date and to apply for a full
revocation of the Cease Trade Order and pay all related outstanding fees.

12. Within a reasonable time following the completion of the Offering, the Filer intends to apply to the BCSC for a full revocation of the Cease Trade Order.

13. Before completing the Offering, the Filer will:

(a) provide each investor in the Offering with a copy of the Cease Trade Order;

(b) provide each investor in the Offering with a copy of this partial revocation order; and

(c) obtain a signed and dated acknowledgement from each investor in the Offering, which clearly states that the issuance of a partial revocation order does not guarantee the issuance of a full revocation order in the future.

¶ 4 The Executive Director is satisfied that this order is not prejudicial to the public interest to permit the Offering.

¶ 5 The Executive Director orders, under section 171 of the Act, that the Cease Trade Order be partially revoked to permit the Offering.

¶ 6 January 17, 2019

Michael L. Moretto, CPA, CA
Chief of Corporate Disclosure
Corporate Finance

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