Securities Act , R.S.O. 1990, c. S.5 -- Application by an issuer for a revocation of a cease trade order issued by the Commission -- Cease trade order issued because the issuer had failed to file certain continuous disclosure materials required by Ontario securities law when due -- Defaults subsequently remedied by bringing continuous disclosure filings up-to-date -- Issuer will file a news release and material change report on SEDAR that announces the revocation of the Cease Trade Order -- Cease trade order revoked.
Applicable Legislative Provisions
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, CHAPTER S.5, AS AMENDED
IN THE MATTER OF
GLR RESOURCES INC.
WHEREAS the securities of the Applicant are subject to a temporary order made by the Director dated April 14, 2009 under paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act and a further cease trade order made by the Director dated April 27, 2009 under paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act (collectively, the "Cease Trade Order") directing that all trading in, and all acquisitions of, the securities of the Applicant whether direct or indirect, cease until the Cease Trade Order is revoked by the Director;
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 Ontario Securities Commission (the "Commission") pursuant to section 144(1) of the Act for a revocation of the Cease Trade Order (the "Application").
AND UPON the Applicant having represented to the Commission as follows:
1. The Applicant was incorporated pursuant to the Canada Business Corporations Act ("CBCA") on January 1, 2001 under the name 3851419 Canada Inc. ("Newco") as a wholly-owned subsidiary of Greater Lenora Resources Corp. ("Greater Lenora"). Pursuant to a plan of arrangement effected on July 24, 2001 under the CBCA involving 3796299 Canada Inc. and Greater Lenora, Newco acquired all of Greater Lenora's assets and liabilities, changed its name to "GLR Resources Inc." and commenced active operations as a junior mineral exploration company.
2. The registered head office of the Applicant is located at 4 Al Wende Avenue, Kirkland Lake, Ontario P2N 3J5.
3. The Applicant is a reporting issuer under the Act and under the securities legislation of British Columbia, Alberta, Québec and Nova Scotia and is not a reporting issuer or equivalent under the securities legislation of any other jurisdiction in Canada.
4. The authorized share capital of the Applicant consists of an unlimited number of common chares ("Common Shares"), of which 63,595,024 Common Shares are issued and outstanding and an unlimited number of Class B preferred shares, none of which are issued and outstanding.
5. Effective on the close of trading on January 7, 2009, the Applicant's Common Shares were delisted from the Toronto Stock Exchange (the "TSX") for failure to meet certain continued listing requirements of the TSX.
6. The Common Shares of the Applicant are not currently listed or quoted on any exchange or market in Canada or elsewhere.
7. The Cease Trade Order was issued as a result of the Applicant's failure to file when due its audited annual financial statements for the fiscal year ended December 31, 2008 (the "2008 Financial Statements"), the management's discussion and analysis relating to such annual financial statements (the "2008 Annual MD&A") and the annual information form for the year ended December 31, 2008 (the "2008 AIF").
8. Subsequently, the Applicant failed to file when due the required interim financial statements for the three month period ended March 31, 2009, the six month period ended June 30, 2009 and the nine month period ended September 30, 2009, the related management's discussion and analysis for each such quarter and the related certificates required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109").
9. The delay in filing the 2008 Annual Financials, the 2008 Annual MD&A and the 2008 AIF arose due to the financial difficulties the Applicant experienced during 2008 and the fact that, as a result thereof, the Applicant directed all of its efforts and resources to address such financial difficulties which in turn resulted in the Applicant filing a notice of intention to make a proposal under the Bankruptcy and Insolvency Act (Canada) in 2009 and the sale of its Saskatchewan assets pursuant thereto. As a result, despite its best efforts, the Applicant did not have sufficient funds and resources to produce the 2008 Annual Financials, the 2008 Annual MD&A and the 2008 AIF as management devoted all of its time and efforts to the restructuring of the Applicant to maximize value for all stakeholders.
10. On March 22, 2010, the Applicant filed on SEDAR the 2008 Financial Statements, the 2008 Annual MD&A, the 2008 AIF and the interim financial statements for the three month period ended March 31, 2009, the six month period ended June 30, 2009 and the nine-month period ended September 30, 2009, and the related management's discussion and analysis, and, as applicable, all certificates required by NI 52-109 (collectively, the "Continuous Disclosure Documents"). Copies of the Continuous Disclosure Documents are available under the Applicant's profile at www.sedar.com ("SEDAR").
11. On June 16, 2010, the Applicant filed on SEDAR its audited annual financial statements for the fiscal year ended December 31, 2009, the management's discussion and analysis relating to such annual financial statements, the interim financial statements for the three month period ended March 31, 2010, and the related management's discussion and analysis for such quarter and all certificates required by NI 52-109.
12. On June 30, 2010, the Applicant filed on SEDAR a technical report prepared pursuant to National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") dated June 15, 2010 relating to its Sackville property entitled "Technical Report on Mining Claims, Sackville Project, Adrian, Aldina, Sackville, and Marks Townships, Ontario, Canada, Thunder Bay District, Mining Division" (the "Technical Report"). Subsequently on August 25, 2010, the Applicant filed an updated version of the Technical Report on SEDAR.
13. On August 30, 2010, the Applicant filed on SEDAR the interim financial statements for the six month period ended June 30, 2010, and the related management's discussion and analysis for such quarter and all certificates required by NI 52-109.
14. As a result of the filing on SEDAR of the Continuous Disclosure Documents, the Applicant's continuous disclosure record was and is up-to-date and, accordingly, all continuous disclosure documents have been filed with the relevant securities regulatory authorities.
15. In addition to the Cease Trade Order, the Applicant is subject to the following cease trade orders (collectively, the "Other Cease Trade Orders"):
(a) an order issued by the Alberta Securities Commission (the "ASC Order") on November 13, 2009;
(b) an order issued by the British Columbia Securities Commission (the "BCSC Order") on April 14, 2009; and
(c) an order issued by the Authorité des marchés financiers (Québec) (the "AMF Order") on April 15, 2009.
16. The Applicant has applied to have the BCSC Order, the ASC Order and the AMF Order revoked.
17. The Applicant has undertaken to hold an annual meeting of shareholders within three months of the date hereof.
18. The Applicant has paid the applicable fees to the Commission in accordance with OSC Rule 13-502 Fees in connection with the filing of the Continuous Disclosure Documents.
19. The Applicant's profiles on SEDAR and the System for Electronic Disclosure by Insiders (SEDI) are up-to-date.
20. Other than the Cease Trade Order, the Applicant is not in default of its continuous disclosure obligations under Ontario securities law or the rules and regulations made pursuant thereto, including NI 43-101.
21. Other than the Cease Trade Order, the BCSC Order, the ASC Order and the AMF Order, the Applicant has not previously been subject to a cease trade order.
22. The Applicant is not considering, nor is it involved in any discussions relating to a reverse take-over, merger, amalgamation or other form of business combination or transaction similar to any of the foregoing.
23. Upon the issuance of this revocation order, the Applicant will issue a news release and file a material change report on SEDAR that announces the revocation of the Cease Trade Order and outlines the Applicant's future plans.
AND UPON considering the Application and the recommendation of the staff of the Commission;
AND UPON the Director being satisfied that it would not be prejudicial to the public interest to revoke the Cease Trade Order;
IT IS ORDERED, pursuant to section 144 of the Act, that the Cease Trade Order is revoked.
DATED on this 27th day of September, 2010.