Preferred Dental Announces Approval of the Manitoba and Ontario Securities Commissions To A Partial Rescission of the Cease Trade Order Originally Issued on January 31, 2020
Winnipeg Manitoba – TheNewswire - July 23, 2021 - Preferred Dental Technologies Inc. (“Company”) (CSE:PDTI) (CNSX:PDTI.CN) US (OTC: PDTTF) is pleased to announce that effective July 22, 2021, the Manitoba and Ontario Securities Commissions have approved a partial rescission of the Cease Trade Order issued on January 31, 2020. The Partial Revocation Order (the “Revocation”) has been issued pursuant to the securities legislation of the Province of Manitoba and the Province of Ontario, the details of which are set out below.
Preferred Dental Technologies Inc. (“Preferred”) is subject to a failure-to-file cease trade order (the FFCTO) issued by the regulator or securities regulatory authority in each of the Provinces of Manitoba (the Principal Regulator) and Ontario (each a Decision Maker) respectively on January 31, 2020. Preferred has applied to each of the Decision Makers for a partial revocation order of the FFCTO. The order made on July 22, 2022, is the order of the Principal Regulator and evidences the decision of the Decision Maker in Ontario.
This decision has been based on the following facts represented by Preferred:
a) Preferred was incorporated under the Business Corporations Act (British Columbia) on December 8, 2010.
b) Preferred’s head office is in Winnipeg, Manitoba.
c) Preferred is currently a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario.
d) Preferred’s authorized share capital consists of an unlimited number of common shares without par value. Preferred currently has 74,126,668 common shares issued and outstanding (Common Shares). Preferred also has 5,900,000 stock options outstanding exercisable at a price of $.15 per share.
e) The FFCTO was issued due to failure of Preferred to file its audited annual financial statements, annual management’s discussion and analysis (MD&A) and certification of annual filings for the year ended July 31, 2019 (the Unfiled Documents).
f) Subsequent to the failure to file the Unfiled Documents, Preferred did not file any further financial statements or any continuous disclosure documents required by applicable securities legislation (together with the Unfiled Documents, the Unfiled Continuous Disclosure).
g) Other than the failure to file the Unfiled Continuous Disclosure, Preferred is not in default of the securities legislation in any jurisdiction and Preferred’s SEDAR and SEDI filings are up to date.
h) Preferred sought a partial revocation of the FFCTO in order to complete a private placement of Common Shares in the aggregate amount of $180,000 (the Equity Offering) and a debt offering by way of a non-convertible, unsecured promissory note in the aggregate sum of $21,000 (the Debt Offering, and together with the Equity Offering, the Private Placement).
i) The Equity Offering will be made to investors in all jurisdictions of Canada and to a lesser extent in certain U.S. states, including Arizona. Applicable U.S. securities filings related to exemptions will be made, as necessary, for distributions conducted in the US. The Debt Offering will be made to Preferred’s auditor, Manning Elliott LLP, to cover the outstanding fees owing from audit fees for prior years.
j) The Private Placement will be conducted in reliance on the accredited investor exemption contained in section 2.3 of National Instrument 45-106 Prospectus Exemptions.
k) Preferred will on the basis of the Revocation conduct the Private Placement in order to allow it to have sufficient funds to prepare and file the Unfiled Continuous Disclosure and to apply for and receive a full revocation of the FFCTO.
l) Preferred intends to raise a total of $180,000 and to use the proceeds to complete outstanding audits and management discussion and analysis as well as cover to cover filing fees, transfer agent fees and maintain existing patents.
n) Preferred reasonably expects that the proceeds raised from the Private Placement will be sufficient to bring its continuous disclosure up to date and pay all outstanding fees. Preferred intends to apply for a full revocation of the FFCTO.
o) The Private Placement will be completed in accordance with all applicable laws.
p) Preferred is issuing this press release as a condition of the Revocation and will continue to issue press releases as appropriate relating to any material changes in its affairs.
Summary of the Order
Each of the Decision Makers were satisfied that a partial revocation order of the FFCTO meets the test set out in the Legislation for the Decision Maker to make the decision and accordingly the decision of the Decision Makers under the Legislation is that the FFCTO, has effective July 22, 2021 been partially revoked solely to permit the Private Placement, provided that prior to completion of the Private Placement, each investor (Investor) in the Private Placement will receive:
a) a copy of the FFCTO;
b) a copy of this Partial Revocation Order; and
c) Written notice from Preferred, to be acknowledged by each Investor in writing, that all of Preferred’s securities, including the securities issued in connection with the Private Placement, will remain subject to the FFCTO until such orders are revoked and that the issuance of the partial revocation order does not guarantee the issuance of a full revocation in the future.
The Company looks forward to advancing its goal to obtain a full revocation of the cease trade order and to apply to relist its shares on the Canadian Securities Exchange.
On Behalf of the Board
Preferred Dental Technologies Inc. (PDTI) has been established to advance development and commercialization of various evolutionary and disruptive technologies in the dental implant industry.
MISSION – INNOVATIVE & PRACTICAL SOLUTIONS FOR THE DENTAL INDUSTRY
On behalf of Preferred Dental Technologies Inc.
Chief Executive Officer
All product names referenced herein are trademarks of their respective companies.
This news release may contain forward-looking information which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release may include, but is not limited to, the Company's objectives, goals or future plans. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, those risks set out in the Company's public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law. Neither The Canadian Securities Exchange nor its Regulations Services Provider (as that term is defined in the policies of The Canadian Securities Exchange accepts any responsibility for the adequacy or accuracy of this release.