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Rutter Technologies Inc. - s. 144
Headnote
Section 144 - full revocation of cease tradeorder subject to public offering of issuer's securities - revocationfollows filing of final prospectus in several Canadian jurisdictionsother than Ontario - revocation subject to receipt of finalprospectus by the securities regulatory authorities of thosejurisdictions.
Statutes Cited
Securities Act, R.S.O., c. S.5, as amended,sections 127 and 144.
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990 CHAPTER S.5, ASAMENDED (the "Act")
AND
IN THE MATTER OF
RUTTER TECHNOLOGIES INC.
(FORMERLY COURVAN MINING COMPANYLTD.)
ORDER
(Section 144)
WHEREAS Rutter Technologies Inc. (formerlyCourvan Mining Company Ltd.) (the "Corporation") issubject to a temporary order of the Manager, Corporate Finance(the "Manager") of the Ontario Securities Commission(the "Commission") dated November 22, 2000 as extendedby an order of the Manager dated December 4, 2000 made undersection 127 of the Act (collectively referred to as the "CeaseTrade Order") directing that all trading in the securitiesof the Corporation cease, and as partially revoked by an orderof the Manager dated July 25, 2002;
AND WHEREAS the Corporation has appliedto the Commission pursuant to section 144 of the Act for a fullrevocation of the Cease Trade Order;
AND UPON the Corporation having representedto the Commission that:
1. The Corporation was incorporated as CourvanMining Company Ltd. (No Personal Liability) under the MiningCompanies Act (Quebec) on February 1, 1937. The Corporationcontinued its existence under Part 1A of the CompaniesAct (Quebec) on July 25, 2002. On July 25, 2002, the Corporationchanged its name from Courvan Mining Company Ltd. (No PersonalLiability) to Rutter Technologies Inc.
2. The Corporation's registered and head officeis located at 1155, University Street, Suite 606, Montreal,Québec, H3B 3A7.
3. The Corporation is a reporting issuer underthe securities legislation of the province of Ontario.
4. The authorized capital of the Corporationconsists of an unlimited number of common shares of which4,000,300 are issued and outstanding as of the date hereof.
5. The Corporation previously carried on businessas a mining exploration company and has been inactive sinceDecember 1999.
6. The Cease Trade Order was issued due tothe failure of the Corporation to file with the Commission,and concurrently to deliver to its shareholders, its auditedannual financial statements for the year ended December 31,1999 and its interim financial statements for the three-monthperiod ended March 31, 2000 and for the six-month period endedJune 30, 2000, as required by the Act (collectively, the "FinancialStatements").
7. The Corporation has now filed the FinancialStatements and all materials required to be filed under theAct, and delivered the Financial Statements to its shareholders.
8. The Corporation is now up-to-date withall of its filing requirements and the Corporation is notin default of any of the requirements of the Act or the rulesor regulations made thereunder.
9. The Corporation agreed to enter into areverse take-over transaction (the "RTO") pursuantto a merger agreement dated December 19, 2001, and amendedon April 24, 2002 between the Corporation, Rutter TechnologiesInc. ("Rutter"), and the shareholders of Rutter.
10. Rutter is a private corporation incorporatedunder the Corporations Act (Newfoundland) on August25, 1998.
11. Rutter's registered and head office islocated at TD Place, 6th Floor, P.O. Box 5414,St. John's, Newfoundland.
12. The authorized capital of Rutter consistsof an unlimited number of Class A common shares, an unlimitednumber of Series 1 preference shares and an unlimited numberof Series 2 preference shares. Rutter currently has 1,000Class A common shares, 2,500 Series 1 preference shares and2,500 Series 2 preference shares issued and outstanding.
13. Pursuant to the RTO: (a) all of the commonshares of the Corporation currently issued and outstandingwill be consolidated into 1,333,433 common shares, at a rateof one (1) common share for every three (3) common sharesissued and outstanding; and (b) the Corporation will acquireall of the issued and outstanding Class A common shares, Series1 preference shares and Series 2 preference shares of Rutterin consideration for issuing to the Rutter shareholders 11,000,000post-consolidation common shares of the Corporation. The completionof the RTO is subject to several conditions, including obtainingall required regulatory approvals and the closing of a publicoffering of the Corporation's securities by way of prospectus.
14. The RTO was approved by the shareholdersof the Corporation at a general, annual and extraordinarymeeting of the Corporation held on July 16, 2002. The RTOwas approved by a resolution of the shareholders of Rutterdated July 25, 2002.
15. The Corporation has applied to list itscommon shares on the TSX-Venture Exchange ("TSX-V")and the TSX-V has required the completion by the Corporationof a public offering of its securities pursuant to a prospectusin order to meet its requirements regarding public distribution.
16. Prior to the approval of the TSX-V tolist the Corporation's common shares, the Corporation hasno securities listed on any stock exchange or traded overthe counter in Canada or elsewhere.
17. Other than its common shares, the Corporationhas no securities, including debt securities, outstanding.
18. On July 25, 2002, the Manager signed anorder to partially revoke the Cease Trade Order to permitthe Corporation to file, on July 30, 2002, a preliminary prospectuswith the securities regulatory authority in each of the provincesof Newfoundland, Quebec and British Columbia (the "OfferingJurisdictions") in connection with a public offeringof the Corporation's common shares (the "Offering")in those jurisdictions.
19. On October 3, 2002, the TSX-V conditionallyaccepted the application of the Corporation for the listingof its common shares on the TSX-V
20. A final prospectus (the "Final Prospectus")has been filed in each of the Offering Jurisdictions.
21. Immediately following the revocation ofthe Cease Trade Order, each of the Offering Jurisdictionswill grant receipt of the Final Prospectus in connection withthe Offering.
22. The Corporation does not currently intendto file the final prospectus in Ontario, as it does not intendto make the Offering available to residents of Ontario.
AND UPON the Director being satisfiedthat to do so would not be prejudicial to the public interest;
IT IS ORDERED pursuant to section 144of the Act that the Cease Trade Order is hereby revoked.
October 21, 2002.
"John Hughes"