Source: Norton Rose Fulbright Canada LLP

Online Direct Inc. Announces Partial Revocation of Cease Trade Orders

TORONTO, ONTARIO--(Marketwired - Feb. 26, 2016) - Online Direct Inc. (Online Direct or the Company) announces that on February 23, 2016 each of the Ontario Securities Commission (the OSC, in respect of its cease trade order dated October 30, 2001), Alberta Securities Commission (the ASC, in respect of its cease trade order dated November 23, 2001) and the British Columbia Securities Commission (the BCSC, in respect of its cease trade order dated January 31, 2002) issued partial revocation orders (the Partial Revocation Orders) in respect of the cease trade orders issued by each commission (collectively, the Cease Trade Orders) for the failure of the Company to file its comparative financial statement for the year ended March 31, 2001, interim financial statements for the three-month and six-month periods ended June 30, 2001 and September 30, 2001 and a quarterly report for the period ended September 30, 2001 as required by National Policy 51-102 - Continuous Disclosure Obligations and the respective securities legislation of Ontario, Alberta and British Columbia.

Pursuant to the Partial Revocation Orders, the Company proposes to undertake a brokered or non-brokered private placement of its securities (the Private Placement) to raise gross proceeds of $300,000.00 in order to bring its continuous disclosure record up to date, to apply for a full revocation of the Cease Trade Order and the Other Cease Trade Orders and to provide working capital. The Company proposes to complete the Private Placement with accredited investors (each an Accredited Investor, as such term is defined in subsection 73.3(1) of the Securities Act, R.S.O. 1990, C s.5 (Ontario) and in section 1.1 of National Instrument 45-106 - Prospectus Exemptions) resident in the provinces of Ontario, Alberta or British Columbia (each Accredited Investor, a Potential Investor). The Company is proposing to raise such funds by selling Common Shares for a subscription price equal to $0.005 per Common Share.

The Company also proposes to issue Common Shares in satisfaction of the debt owed to Jean-Claude Bonhomme (the Creditor), a shareholder, director and the president and chief executive officer of the Company, at a deemed price of $0.005 per share (the Debt Conversion). The Debt Conversion is a "related party transaction", pursuant to subsections (g) and (l) of the definition of that term in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (MI 61-101). The issuance of Common Shares to the Creditor will be exempt from the formal valuation requirement contained in section 5.5(b) of MI 61-101, since the securities of the Company are not listed on any stock exchange, and will be exempt from the minority approval requirement contained in section 5.7(a) of MI 61-101, since neither the fair market value of the securities issued, nor the fair market value of the consideration for the transactions, insofar as it involves interested parties, exceeds 25% of the Company's market capitalization as determined by the board of directors of the Company acting in good faith.

Prior to completion of the Private Placement and Debt Conversion, each Potential Investor and the Creditor will:

  1. receive a copy of each Cease Trade Order;
  2. receive a copy of each Partial Revocation Order; and
  3. receive written notice from the Company and acknowledge to the Company that all of the Company's securities, including the securities issued in connection with the Private Placement and Debt Conversion, will remain subject to the Cease Trade Orders until such orders are revoked, and that the granting of the Partial Revocation Orders does not guarantee the issuance of a full revocation order in the future;

The Partial Revocation Orders will terminate on the earlier of: (i) the completion of the Private Placement and Debt Conversion; and (ii) 120 days from February 23, 2016, the date on which the Partial Revocation Orders were issued.

The information circular for the Company's upcoming annual and special meeting of shareholders will include a description of the effect of the Private Placement and Debt Conversion. A copy of the information circular will be mailed to shareholders and is available under the Company's profile at or upon request to the Company.


Additional information relating to the Company can be found on SEDAR at


Online Direct Inc. is a Canadian-based company. It is not currently carrying on active business.


Certain statements contained in this news release constitute "forward-looking statements". When used in this news release, the words "may", "would", "could", "will", "intend", "plan", "propose", "anticipate", "believe", "forecast", "estimate", "expect" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect the Company's current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company does not intend, and does not assume any obligation, to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments except as required by law.

Contact Information:

Online Direct Inc.
65 Queen Street West, Suite 520
Toronto, Ontario M5H 2M5
Attention: Jean-Claude Bonhomme
416-863-4943 (FAX)