Orbus Pharma Inc.

Orbus Pharma Inc.

May 04, 2017 00:32 ET

Orbus Pharma Inc.: Revocation of Cease Trade Orders

CALGARY, ALBERTA--(Marketwired - May 3, 2017) - Orbus Pharma Inc. (the "Company") announced today that the securities regulators (the "Commissions") in the Provinces of Ontario, British Columbia, Manitoba, Alberta and Québec have granted a full revocation (the "Revocation") of the cease trade order imposed by each of them in May, 2010 against the securities of the Company. The cease trade orders had been imposed by the Commissions for failure by the Company to file its required filings by the filing deadline as prescribed by applicable securities laws. Its common shares were listed on the TSX NEX Exchange ("NEX") under the symbol ORB, but were suspended from trading on the NEX on April 30, 2010 for failure to maintain minimum NEX Exchange listing requirements. Shortly after the cease trade orders were issued, the Company's shares were delisted from the NEX on January 25, 2012.

The Company applied in or about March, 2017 to each of the Commissions for a revocation of the cease trade orders and that time, requested relief from filing the annual and quarterly financial reports and related MD&A for 2010 - 2013. In April, 2017, the Company filed annual audited financial statements and related MD&A for 2014, 2015 and 2016, and the Commissions granted the requested relief. On May 3, 2017, each of the Commissions revoked the cease trade orders issued against the Company.

As a condition of revoking the Ontario cease trade order, the Ontario Securities Commission requested that the Company undertake not to complete a restructuring transaction, significant acquisition or reverse takeover of a business not located in Canada unless the Company first received a receipt for a final prospectus in respect of such business. The Company has given such undertaking. The Company intends to hold a meeting of shareholders within 90 days of the date of the Revocation. Although the Company has been inactive, following the Revocation, the Company intends to reactivate itself. In the near term, the Company intends to seek opportunities to acquire assets or a business and obtain financing, in conjunction with which it may seek a listing on a Canadian stock exchange.

The Continuous Disclosure Materials can be reviewed on SEDAR under the Company's profile at www.sedar.com.

Directors and Officers of the Company

Greg Muir (President, CEO and acting CFO and Director) is currently Vice President Finance and Information Technology with Crestline Coach Ltd, headquartered in Saskatoon. In this role, he provides corporate and functional leadership to drive operational excellence and outstanding financial performance. He has held key roles in both private and public listed companies where his responsibilities included, but were not limited to, operations management, enterprise financing and regulatory compliance. Mr. Muir is a Chartered Professional Accountant (CPA, CMA), Management Accounting, with an MBA specializing in Finance and Statistics and a Bachelor of Arts in Economics

Laurie M. Paré (Director) is a Financial Consultant and President of Bellevue Spur Capital Corporation, a private company. He is a former partner of Pricewaterhouse Coopers LLP. Mr. Paré has a Bachelor of Commerce degree from the University of Alberta and is a Chartered Professional Accountant. He is a Director on the Board of Directors of Imperial Metals Corporation.

Jeffrey McCaig (Director) is the Chairman of the board of directors of the Trimac Group of Companies, of which he was CEO until December 31, 2015. Mr. McCaig has been a director of MEG Energy Inc. since March 1, 2014, a director of Potash Corporation of Saskatchewan since January 2001 and a director of Bantrel Company since 2000, becoming its Chairman in December 2007. Mr. McCaig is also a director and co-owner of the Calgary Flames Hockey Club. Mr. McCaig holds a degree in economics from Harvard University, a law degree from Osgoode Hall Law School, and a Master of Science in Management degree from Stanford University.

Other than with respect to the Company and as disclosed above, no director or executive officer of the Company:

(a) is, as at the date hereof, or has been, within the 10 years before the date hereof, a director or executive officer of any corporation that, while that person was acting in such capacity:
(i) was the subject of a cease trade or similar order or an order that denied the relevant corporation access to any exemption under securities legislation for a period of more than 30 consecutive days;
(ii) was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the corporation being the subject of a cease trade or similar order or an order that denied the relevant corporation access to any exemption under securities legislation, for a period of more than 30 consecutive days;
(iii) or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets; or
(b) has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to the bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, officer or shareholder.

No director or executive officer of the Company has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

This press release contains "forward looking information" within the meaning of applicable Canadian securities legislation. Forward looking information includes, but is not limited to, statements with respect to the Company's expectation with respect to future plans for the business, raising capital, listing on a stock exchange, and the anticipated timing of such events. Generally, forward looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive and regulatory risks. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Orbus Pharma Inc.
    Greg Muir
    President, Chief Executive Officer and
    acting Chief Financial Officer
    (306) 203-0524