Securities Law & Instruments

Headnote:

Section 144 -- full revocation of cease trade order upon remedying of defaults.

Statutes Cited:

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

August 17, 2005

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990 C.S.5, AS AMENDED (THE "ACT")

IN THE MATTER OF

MEDITERRANEAN MINERALS CORP.

 

ORDER

(Section 144)

WHEREAS the securities of Mediterranean Minerals Corp. ("Mediterranean") have been subject to a cease trade order (the "Ontario CTO") of the Ontario Securities Commission (the "Commission") pursuant to paragraph 2 of subsection 127(1) of the Act, issued on April 21, 2005 and extended May 3, 2005, directing trading of the securities of Mediterranean cease until the Ontario CTO is revoked by an order of revocation;

AND WHEREAS Mediterranean has applied to the Commission pursuant to section 144 of the Act (the "Application") for a revocation of the Ontario CTO;

AND WHEREAS Mediterranean has represented to the Commission that:

1. Mediterranean was incorporated under the laws of British Columbia on November 8, 1985.

2. Mediterranean is a reporting issuer under the securities legislation of the provinces of British Columbia, Alberta, Manitoba and Ontario.

3. Mediterranean's authorized share capital consists of an unlimited number of common shares with no par value of which 68,558,858 common shares were issued and outstanding as of August 2, 2005. In addition to its common shares, Mediterranean has outstanding 8,318,593 share purchase warrants, 1,352,800 stock options, and $2,363,000 (principal amount) of convertible notes.

4. The Ontario CTO was issued as a result of Mediterranean's failure to file its annual audited financial statements for the year ended December 31, 2004. Subsequently, Mediterranean failed to file its interim financial statements for the three month period ended March 31, 2005.

5. The British Columbia Securities Commission (the "BCSC") also issued a cease trade order (the "BC CTO") dated April 19, 2005; and the Manitoba Securities Commission (the "MSC") also issued a cease trade order (the "Manitoba CTO") dated April 25, 2005 relating to Mediterranean's failure to file its annual audited financial statements for the year ended December 31, 2004.

6. On May 5, 2005 the Toronto Stock Exchange (the "TSX") suspended trading of the common shares of Mediterranean for failure to meet certain continuous listing requirements. On June 7, 2005 Mediterranean's shares were delisted from the TSX and listed on the NEX board of the TSX Venture Exchange;

7. To bring its continuous disclosure records up to date, on July 21, 2005 Mediterranean SEDAR filed its audited financial statements for the fiscal year ended December 31, 2004; and on July 22, 2005, SEDAR filed its interim financial statements for the period ending March 31, 2005;

8. The BC CTO was rescinded on July 21, 2005, and the Manitoba CTO was rescinded on August 2, 2005.

9. Mediterranean cannot complete listing of its securities on the NEX board until the Ontario CTOs is revoked.

10. Except for the Ontario CTO, Mediterranean is not in default of any requirement of the Act or the rules or regulations made thereunder.

AND UPON considering the application and the recommendation of staff of the Commission;

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 Ontario CTO be revoked provided that no trades in Mediterranean's securities are made until its securities are listed for trading on the NEX board.

"John Hughes"