Securities Law & Instruments

Headnote

Section 144 -- application for revocation of cease trade order -- issuer subject to cease trade order as a result of its failure to file with the Commission and send to its shareholders annual and interim financial statements -- issuer has brought filings up to date -- full revocation granted.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O., c. S.5, as am., ss. 127 and 144.

IN THE MATTER OF

THE SECURITIES ACT

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

IN THE MATTER OF

BF MINERALS LTD.

(formerly Redaurum Limited)

 

ORDER

(Section 144)

WHEREAS on July 26, 2000, a Temporary Order was made by the Ontario Securities Commission (the "Commission") pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Securities Act (Ontario) (the "Act") that all trading in the securities of Redaurum Limited (now BF Minerals Ltd.) ("BF Minerals") was ordered to cease for a period of fifteen days from the date of such Order by reason that the interim financial statements for the three month period ended March 31, 2000 were not filed with the Commission;

AND WHEREAS on August 8, 2000, such Temporary Order was extended by the Commission pursuant to subsection 127(8) until it was revoked by further order of revocation (the Temporary Order, as extended, the "Cease Trade Order");

AND WHEREAS BF Minerals has now applied to the Commission for an order pursuant to section 144 of the Act to revoke the Cease Trade Order;

AND WHEREAS BF Minerals has represented to the Commission as follows:

1. BF Minerals was incorporated pursuant to the laws of Ontario by Certificate and Articles of Incorporation dated February 7, 1984 under the name "Redaurum Red Lake Mines Limited", it changed its name pursuant to Articles of Amendment on May 5, 1994 to "Redaurum Limited" and it further changed its name pursuant to Articles of Amendment on April 14, 2004 to "BF Minerals Ltd.";

2. The head office of BF Minerals is located at 199 Bay Street, Suite 2800, Commerce Court West, Toronto, Ontario, M5L 1A9;

3. BF Minerals has been a reporting issuer in the Province of Ontario since August 8, 1984 and in the Province of Alberta since January 1, 1986;

4. The authorized capital of BF Minerals consists of an unlimited number of Common Shares, of which 104,050,740 Common Shares are issued and outstanding;

5. The Cease Trade Order was issued by reason that the interim financial statements for the three month period ended March 31, 2000 were not filed with the Commission;

6. BF Minerals subsequently failed to file, within the prescribed time limits, financial statements for the following periods: interim periods ended June 30, 2000, September 30, 2000, March 31, 2001, June 30, 2001, September 30, 2001, March 31, 2002, June 30, 2002, September 30, 2002, March 31, 2003, June 30, 2003 and September 30, 2003 and financial years ended December 31, 2000, 2001 and 2002.

7. The financial statements were not filed with the Commission due to BF Minerals not having sufficient funds to retain accounting and audit services to prepare the financial statements;

8. On August 21, 2000, BF Minerals filed with the Commission its interim financial statements for the period ended March 31, 2000;

9. On February 25, 2003, BF Minerals filed with the Commission its interim financial statements for the periods ended June 30, 2000 and September 30, 2000 and its annual financial statements for the year ended December 31, 2000;

10. On March 19, 2003, BF Minerals filed with the Commission its interim financial statements for the periods ended March 31, 2001 and June 30, 2001;

11. On March 27, 2003, BF Minerals filed with the Commission its interim financial statements for the period ended September 30, 2001;

12. On December 12, 2003, BF Minerals filed with the Commission its annual financial statements for the years ended December 31, 2002 and 2001;

13. On December 22, 2003, BF Minerals filed with the Commission its interim financial statements for the periods ended March 31, 2002, June 30, 2002 and September 30, 2002;

14. On January 23, 2004, BF Minerals filed with the Commission its interim financial statements for the periods ended March 31, 2003, June 30, 2003 and September 30, 2003;

15. As a result of the foregoing, BF Minerals is up to date in filing its financial statements with the Commission and has remedied the deficiencies set out in the above-mentioned Cease Trade Order;

16. Except for the Cease Trade Order, BF Minerals has not been subject to any other cease trade orders issued by the Commission and BF Minerals is not otherwise in default of any requirements of the Act or the rules or regulations thereunder;

AND WHEREAS the Commission has considered the application and the recommendation of staff;

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to section 144 of the Act, that the Cease Trade Order against BF Minerals be and is hereby revoked.

April 26, 2004.

"Charlie MacCready"