Cease trade order revoked where the issuer has remedied its default in respect of disclosure requirements under the Act.
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127(1)2, 127(5), 127(8), 144.
August 29, 2005
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990 C.S.5, AS AMENDED (THE "ACT")
IN THE MATTER OF
NAPIER ENVIRONMENTAL TECHNOLOGIES INC.
WHEREAS the securities of Napier Environmental Technologies Inc. ("Napier") 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 August 8, 2005 and extended August 15, 2005, directing that trading in securities of Napier cease until the Ontario CTO is revoked by the Director;
AND WHEREAS Napier has applied to the Commission pursuant to section 144 of the Act (the "Application") for a revocation of the Ontario CTO;
AND WHEREAS Napier has represented to the Commission that:
1. Napier was incorporated under the laws of the Province of British Columbia on February 14, 1984.
2. Napier is a reporting issuer under the securities legislation of the provinces of British Columbia and Ontario.
3. The authorized share capital of Napier consists of 145,635,962 common shares (the "Common Shares"). As at August 26, 2005, 47,768,042 Common Shares are issued and outstanding. In addition, there are currently outstanding options to purchase up to 1,184,000 Common Shares and warrants to purchase up to 2,917,120 Common Shares.
4. The Common Shares are listed and posted for trading on the Toronto Stock Exchange (the "TSX").
5. The Ontario CTO was issued as a result of Napier's failure to file its audited annual financial statements and management's discussion and analysis for the year ended December 31, 2004 (the "2004 Financial Documents") and its unaudited interim financial statements and management's discussion and analysis for the three months ended March 31, 2005 (the "Q1 2005 Financial Documents"). Subsequently, Napier failed to file its interim financial statements and management's discussion and analysis for the six months ended June 30, 2005 (the "Q2 2005 Financial Documents") which were due to be filed on August 15, 2005.
6. The British Columbia Securities Commission (the "BCSC") also issued a cease trade order (the "BC CTO") dated July 29, 2005 relating to Napier's failure to file the 2004 Financial Documents and the Q1 2005 Financial Documents.
7. To bring its continuous disclosure records up to date, on August 17, 2005, Napier filed the 2004 Financial Documents and the Q1 2005 Financial Documents on SEDAR. Subsequently, on August 26, 2005, Napier filed the Q2 2005 Financial Documents as well as its annual information form for the year ended December 31, 2004 on SEDAR.
8. Napier has been advised by the BCSC that they intend to revoke the BC CTO on August 26, 2005.
9. Except for the Ontario CTO and the BC CTO, Napier 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.
Ontario Securities Commission