ASC Partial Revocation of Cease Trade Orders

ALBERTA SECURITIES COMMISSION

PARTIAL REVOCATION ORDER
Under the securities legislation of Alberta (the Legislation)

Citation: Re Wolverine Technologies Corp., 2020 ABASC 161

Date: 20201016

Wolverine Technologies Corp.

Background

1. Wolverine Technologies Corp. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the Executive Director of the Alberta Securities Commission (the Commission) on 5 October 2020.

2. The Issuer has applied to the Commission for a partial revocation of the FFCTO.

Interpretation

3. Terms defined in National Instrument 14-101 Definitions or in 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

4. This order is based on the following facts represented by the Issuer:

(a) The Issuer was incorporated under the laws of the State of Nevada on 24 February 2006.

(b) The Issuer’s head office is located in British Columbia.

(c) The Issuer is a reporting issuer in Alberta and British Columbia.

(d) The authorized capital of the Issuer consists of 2,000,000,000 common shares (Common Shares) of which 635,626,548 common shares are currently issued and outstanding.

(e) The Issuer's Common Shares are quoted on the US OTC Markets.

(f) The FFCTO was issued by the Commission due to the failure of the Issuer to file its annual audited financial statements, annual management's discussion and analysis, certification of annual filings and annual information form for the year ended 31 May 2020 (the CD Materials).

(g) Other than the failure to file the CD Materials, the Issuer is not in default of the securities legislation in any jurisdiction in Canada and the Issuer's SEDAR and SEDI filings are up-to-date.

(h) The Issuer is not subject to any cease trade orders other than the cease trade order described in this order.

(i) The Issuer seeks to vary the FFCTO to permit the Filer to conduct a private placement of an amount of up to $100,000 by way of the issuance of 40,000,000 Common Shares at a price of $0.0025 (US$0.001875) per Common Share (the Offering).

(j) For each distribution made in respect of the Offering, the Filer will comply with one or both of the accredited investor exemption in section 2.3 of National Instrument 45-106 Prospectus Exemptions (NI 45-106) and the family, friends and business associates exemption in section 2.5 of NI 45-106.

(k) The Offering is intended to take place in British Columbia, Alberta, Ontario, Newfoundland and Labrador and the United States.

(l) The Filer reasonably expects the proceeds from the Offering will be used in a manner consistent with the below table:

(m) The Issuer reasonably expects that the proceeds raised from the Offering will be sufficient to bring its continuous disclosure up to date, apply for a full revocation of the FFCTO and pay all related outstanding related fees.

(n) Within a reasonable time following the completion of the Offering, the Issuer intends to apply for a full revocation of the FFCTO.

(o) The Issuer hereby undertakes to provide the signed and dated written acknowledgements referred to in paragraph 6(c) below to the Executive Director on request.

Order

5. The Commission is satisfied that a partial revocation order of the FFCTO meets the test set out in the Legislation for the Commission to make the decision.

6. The decision of the Commission under the Legislation is that the FFCTO is partially revoked solely to permit the Offering, provided that prior to the Offering, each investor will receive:

(a) a copy of the FFCTO;

(b) a copy of this partial revocation order; and

(c) written notice from the Issuer, to be acknowledged by the investor in writing, that all of the Issuer’s securities, including the securities issued in connection with the Offering, will remain subject to the FFCTO until such order is revoked and that the issuance of this partial revocation order does not guarantee the issuance of a full revocation in the future.

16 October 2020

"original signed by"
Timothy Robson
Manager, Legal
Corporate Finance
Alberta Securities Commission

Original