Application by an issuer for an order revoking a cease trade order made by the Commission - cease trade order issued as a result of the issuer's failure to file certain continuous disclosure documents required by Ontario securities law - defaults subsequently remedied by bringing continuous disclosure filings up-to-date - cease trade order revoked.
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144.
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
IN THE MATTER OF
GOLDNEV RESOURCES INC.
WHEREAS a Director of the Ontario Securities Commission (the "Commission") issued a temporary cease trade order dated October 2, 2008 under section 127 of the Act, as extended by an order dated October 14, 2008 (together, the "Current Cease Trade Order") directing that all trading in the securities of Goldnev Resources Inc. (the "Applicant") cease until further order by the Director;
AND WHEREAS the Applicant has applied to the Commission for an order pursuant to section 144 of the Act revoking the Current Cease Trade Order;
AND UPON the Applicant having represented to the Commission that:
1. The Applicant was incorporated under the Business Corporations Act (British Columbia) on August 18, 1987.
2. The Applicant's head office is located at Suite 485, 708 - 11th Ave SW, Calgary, Alberta.
3. The Applicant is a junior oil and gas exploration company whose strategy is to explore and develop oil and gas assets.
4. The Applicant is a reporting issuer in Alberta, British Columbia and Ontario. The Applicant is not a reporting issuer in any other jurisdiction in Canada.
5. Alberta is the principal regulator of the Applicant.
6. As at the date hereof, the authorized capital of the Applicant consists of an unlimited number of common shares and an unlimited number of preferred shares, of which 101,761,109 common shares and no preferred shares are issued and outstanding.
7. The common shares of the Applicant are listed on the TSX Venture Exchange, but were suspended from trading on September 30, 2008 following the issuance of the Alberta CTO (as defined in paragraph 13 below). There are no securities of the Applicant currently listed or posted for trading or quoted on any other exchange or market in Canada.
8. The Applicant has been subject to a prior temporary cease trade order issued by the Commission on August 8, 2006 (the "Prior Cease Trade Order") directing that all trading in the securities of the Applicant cease until further order by the Director.
9. The Prior Cease Trade Order was issued as a result of the Applicant's failure to file certain continuous disclosure materials in the form and with the content required by Ontario securities law.
10. On August 16, 2006, the Applicant filed or re-filed with the Commission the foregoing continuous disclosure materials in the form and with the content required by Ontario securities law.
11. On August 18, 2006, the Commission issued a full revocation of the Prior Cease Trade Order.
12. The Current Cease Trade Order was issued due to the Applicant's failure to file, in accordance with the requirements of Ontario securities law, its annual audited financial statements, related management's discussion and analysis and certificates of annual filings for the year ended March 31, 2008 and its unaudited financial statements, related interim management's discussion and analysis and certificates of interim filings for the interim period ended June 30, 2008 (collectively, the "Continuous Disclosure Documents"), within the prescribed time.
13. The Applicant was also subject to a cease trade order ("Alberta CTO") issued by the Alberta Securities Commission ("ASC") dated September 30, 2008 and a cease trade order ("BC CTO") issued by the British Columbia Securities Commission ("BCSC") dated October 2, 2008.
14. The Applicant has applied to the ASC and the BCSC to have the Alberta CTO and the BC CTO concurrently revoked with the Current Cease Trade Order.
15. The Applicant's inability to file its Continuous Disclosure Documents in a timely manner was caused primarily by a decision to change the auditors of the Applicant and the delays encountered in consolidating all of its financial information in time to complete its annual financial statements and related management's discussion and analysis prior to the prescribed deadline.
16. The Applicant filed the Continuous Disclosure Documents and related officers' certificates on SEDAR on January 27, 2009 and February 20, 2009.
17. The Applicant will hold an annual meeting of its shareholders within 75 days of this order. The Applicant intends to deliver its annual audited financial statements and related management's discussion and analysis for the year ended March 31, 2008 to shareholders together with the materials in respect of such meeting.
18. Other than the Current Cease Trade Order, the Applicant is not in default of its continuous disclosure obligations under Ontario securities law and has paid all outstanding fees to the Commission, including all applicable activity and participation fees and late filing fees.
19. There have been no changes of directors, officers, insiders or controlling shareholders of the Applicant since the date of the Current Cease Trade Order.
20. There have been no material changes to the Applicant's business or operations since the date of the Current Cease Trade Order, and there are currently no such material changes planned.
21. The Applicant's issuer profiles on SEDAR and SEDI are up-to-date.
22. Upon the issuance of this revocation order, the Applicant will issue a news release and file a material change report on SEDAR.
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON the Commission being satisfied that it would not be prejudicial to the public interest to revoke the Current Cease Trade Order;
IT IS ORDERED, pursuant to section 144 of the Act, that the Current Cease Trade Order is revoked.
DATED at Toronto this 19th day of June, 2009.