THE MANITOBA SECURITIES COMMISSION THE SECURITIES ACT Order No. 6989 Section 147.1(1) August 28, 2014 DMD Digital Health Connections Group Inc. WHEREAS (A) The securities of DMD Digital Health Connections Group Inc. (the "Issuer") are subject to a cease trade order issued by The Manitoba Securities Commission (the "Commission") by Order No. 6552 dated July 9, 2012 (the "Cease Trade Order") under section 147.1( 1) of The Securities Act (Manitoba) (the "Act") ordering that the trading in the securities of the Issuer cease until the Cease Trade Order is revoked ; (B) The Cease Trade Order was made on the basis that the Issuer was in default of certain filing requirements under Manitoba securities law as described in the Cease Trade Order and outlined below; (C) The Issuer has applied to the Commission in compliance with National Policy 12-202 Revocation of a Compliance-Related Cease Trade Order (the "Application") for an order pursuant to section 147.1( 1) of the Act revoking the Cease Trade Order; (D) The Issuer has represented to the Commission that: 1. The Issuer is a Canadian corporation existing under the Canadian Business Corporations Act ("CBCA") on April 1, 2005 under the name 6369898 Canada Inc. On May 10, 2005, the Issuer modified its articles and changed its name to Zermatt Capital Inc. On December 8, 2006, the Issuer modified its articles and changed its name to Aptilon Corporation . On June 20, 2014, the Issuer modified its articles and changed its name to DMD Digital Health Connections Group Inc. I Groupe DMD Connexions Sante numeriques Inc. The head office of the Issuer is located in the province of Quebec. 2. The Issuer's authorized capital consists of an unlimited number of Class A Common Shares that are voting and participating and an unlimited number of Class B Preferred Shares that are non-voting, issuable in series B to H, having such attributes as the Board of Directors may determine. 193,078,780 Class A Common Shares are issued and outstanding and no Class B Preferred Shares are issued and outstanding . 500-400 St. Mary Av~mue, Winnip<!~, M;mitotlil IUC 4K..'i tel: (20-l) 945.254,'l fax: (204! 945 .03JO ยฅtww.msc.i;:oY.111b.c..11
3. The Issuer is a reporting issuer in Ontario, Quebec, British Columbia , Alberta and Manitoba (the "Reporting Jurisdictions") and is not a reporting issuer in any other jurisdiction. 4. The Issuer's common shares are listed on the NEX under the symbol DMG but are currently suspended from trading . The Issuer is only listed on the NEX at this time and is not listed on any other exchange, marketplace or facility . 5. The Commission made the decision ordering that trading cease in respect of the securities of the Issuer because the Issuer failed to file its audited annual financial statements and the related management's discussion and analysis ("MD&A") for the year ended December 31 , 2011 . 6. The Issuer is also currently subject to an order similar to the Cease Trade Order in each of the Reporting Jurisdictions other than Manitoba as a result of its failure to file its annual financial statements and MD&A and has concurrently applied for a revocation of the cease trade orders in each of the Reporting Jurisdictions. 7. Since the issuance of the Cease Trade Order, the Issuer has filed on the System for Electronic Document Analysis and Retrieval ("SEDAR") the following continuous disclosure documents with the Reporting Jurisdictions: a. the audited annual financial statements and MD&A of the Issuer for the years ended December 31 , 2011 , December 31 , 2012 and December 31 , 2013; and b. the comparative interim unaudited financial statements and MD&A of the Issuer for the periods ended March 31 , 2012, June 30, 2012, September 30, 2012, March 31 , 2013, June 30, 2013, September 30, 2013, March 31 , 2014 and June 30, 2014; 8. The Issuer has paid all outstanding filing fees required to be paid to the Commission. 9. The Issuer's SEDAR profile and SEDI issuer profile supplement are current and accurate. 10. The Issuer is in compliance with its annual meeting requirements and held its most recent annual meeting of shareholders on June 27, 2014. 11 . The Issuer is: (i) up-to-date with all of its other continuous disclosure obligations; (ii) not in default of any of its obligations under the Cease Trade Order; and (iii) not in default of any requirements under the Act or the rules and regulations made pursuant thereto . 12. Upon the issuance of this revocation order, the Issuer will issue a news release and file a material change report on SEDAR to announce the revocation of the Cease Trade Order and to outline the Issuer's future plans. (E) In view of the foregoing , I am of the opinion that it would not be prejudicial to the public interest to revoke the Cease Trade Order.
I Hereby Order pursuant to a delegation to me by the Commission under subsection 4(1) of the Act of the powers in that regard : 1. THAT, pursuant to section 14 7 .1( 1) of the Act, the Cease Trade Order is hereby revoked . BY ORDER OF THE COMMISSION ~ Wa & Yne~ ยท~ an Acting Deputy Director
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