Securities Law & Instruments

Headnote

 

Application by an issuer for a revocation of a cease trade order issued by the Commission – cease trade order issued because the issuer failed to file certain continuous disclosure materials required by Ontario securities law – defaults subsequently remedied by bringing continuous disclosure filings up-to-date.

 

Statutes Cited

 

Securities Act, R.S.O. 1990, c. S.5, as am., s. 144.

 

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED

(the Act)

 

AND

 

IN THE MATTER OF

PALADIN ENERGY LTD.

 

ORDER

(Section 144)

 

                WHEREAS the securities of Paladin Energy Ltd. (the Applicant) are subject to a cease trade order made by the Ontario Securities Commission (the Commission) on October 4, 2017 (the Cease Trade Order), directing that trading and acquiring, whether direct or indirect, cease in respect of each security of the Applicant;

 

                AND WHEREAS the Cease Trade Order was made on the basis that the Applicant was in default of certain filing requirements under Ontario securities law as described in the Cease Trade Order;

 

                AND WHEREAS the Applicant has applied to the Commission under section 144 of the Act to revoke the Cease Trade Order;

 

                AND UPON the Applicant representing to the Commission that:

 

1.             The Applicant is a company incorporated under the laws of Western Australia on September 24, 1993.

 

2.             The Applicant’s head office is located at Level 4, 502 Hay Street, Subiaco, Western Australia, 6008.

 

3.             The Applicant is an Australian-based global uranium producer and developer with two fully built mines in Africa and a portfolio of development assets in Australia and North America.

 

4.             The Applicant is a reporting issuer under the Act and is not a reporting issuer or equivalent in any other jurisdiction in Canada.


5.             The Applicant’s authorized capital consists of an unlimited number of common shares (the Com-mon Shares) of which 1,712,843,812 Common Shares are issued and outstanding. On January 25, 2018 the Applicant issued US$115M worth of secured notes that mature on January 25, 2023 (the “2023 Secured Notes”). Other than the Common Shares and the 2023 Secured Notes, the Applicant does not have any other securities, including debt securities, outstanding.

 

6.             Since June 2016, the Applicant has been a “Designated Foreign Issuer” as such term is defined under National Instrument 71-102 Con-tinuous Disclosure and Other Exemptions Related to Foreign Issuers.

 

7.             The Applicant was a dual Australian Stock Exchange (ASX) and Toronto Stock Exchange (TSX) listed company. Throughout 2016 and 2017, the Applicant attempted to restructure large portions of its debt that were coming due in 2017. Due to the Applicant’s ongoing financial difficulties, the Common Shares were suspended from trading from the TSX on May 18, 2017. On June 12, 2017, the Applicant requested voluntary suspension in trading of its Common Shares on the ASX. On July 3, 2017, the Applicant’s directors appointed KPMG as joint and several administrators of the Applicant under the Corporations Act 2001 (Australia), and on August 10, 2017, the Applicant’s Common Shares were delisted from the TSX.

 

8.             The Cease Trade Order was issued on October 4, 2017, due to the failure of the Applicant to file its annual information form, audited financial statements, related management’s discussion and analysis and officer certifications (the 2017 Annual Filings) for the year ended June 30, 2017. Under the Corporations Act 2001 (Aus-tralia), companies in administration are given automatic extensions to file audited financial statements;

 

9.             Subsequent to the issuance of the Cease Trade Order, the Applicant also failed to file, within the timeframe stipulated by the applicable legislation, interim financial statements, interim manage-ment’s discussion and analysis, and certificates required by NI 52-109 for the period ended September 30, 2017 (the Interim Filings).

 

10.          On February 2, 2018 the Company announced the effectuation of a deed of company arrangement dated December 8, 2017 and the completion of a restructuring (the DOCA). In accordance with the DOCA, 98% of the outstanding Company shares were transferred to creditors and other investors and 2% of the outstanding Paladin common shares were retained by shareholders. On Febru-ary 16, 2018, the Company’s common shares were reinstated for trading on the ASX. The Applicant does not plan on applying to have its common shares re-listed for trading on the TSX.

 

11.          As of May 29, 2018, there were 29 shareholders (2.05% of all shareholders) domiciled in Canada holding 125,249 Common Shares (0.03% of all Common Shares issued and outstanding).

 

12.          Since the issuance of the Cease Trade Order, the Applicant has filed the following on the System of Electronic Document Analysis and Retrieval (SEDAR):

 

(a)           the 2017 Annual Filings; and

 

(b)           the Australian equivalent of the Interim Filings for the three month period ended September 30, 2017 (a Quarterly Activities Report);

 

(c)           the required interim financial statements, MD&A and certificates for the six month period ended December 31, 2017; and

 

(d)           numerous other documents and news releases that had been lodged with the ASX since the date of the Cease Trade Order.

 

13.          The Applicant held an annual general meeting on March 27, 2018.

 

14.          The Applicant has paid all outstanding parti-cipation fees, filing fees and late fees owing and has filed all forms associated with such payments in Ontario.

 

15.          The Applicant 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.

 

16.          The Applicant is not currently considering, nor is it involved in any discussions related to, a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.

 

17.          Since the issuance of the Cease Trade Orders, there have not been any material changes in the business, operations or affairs of the Applicant that have not been disclosed to the public.

 

18.          The Applicant’s issuer profile on SEDAR, and issuer profile supplement on the System for Electronic Disclosure by Insiders, are current and accurate.

 

19.          Upon revocation of the Cease Trade Order, the Applicant will issue a news release announcing the revocation of the Cease Trade Order.