Securities Law & Instruments

Headnote

Section 144 -- Revocation of cease trade order -- Issuer subject to cease trade order as a result of its failure to file annual financial statements -- Issuer has brought filings up to date and is otherwise not in default of Ontario securities law.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127(1), 127(5), 144.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990 c. S-5, AS AMENDED (the "Act")

AND

IN THE MATTER OF

ROCHESTER ENERGY CORP.

(formerly International Rochester Energy Corp.)

 

ORDER

(Section 144)

WHEREAS the securities of Rochester Energy Corp. (the "Applicant") are subject to a cease trade order made by the Director dated March 11, 2003 pursuant to subsection 127(1) of the Securities Act (Ontario) (the "Act"), which order was made in connection with a temporary cease trade order made by the Director dated February 27, 2003 pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act (collectively, the "Cease Trade Order") directing that trading in the securities of the Applicant cease unless revoked by a further order of revocation;

AND WHEREAS the Applicant has applied to the Ontario Securities Commission (the "Commission") pursuant to section 144 of the Act for a revocation of the Cease Trade Order (the "Application");

AND UPON the Applicant having represented to the Commission that:

The Applicant has made the following representations:

1. The Applicant was incorporated under the Company Act (British Columbia) on October 3, 1983, and was continued under the Business Corporations Act (Alberta) on March 5, 1999.

2. The Applicant is a reporting issuer in British Columbia, Alberta and Ontario.

3. The Applicant is authorized to issue an unlimited number of common shares without par or nominal value of which 20,282,941 common shares are issued and outstanding.

4. The common shares of the Applicant were formerly listed and posted for trading on the Toronto Stock Exchange; however, the Toronto Stock Exchange delisted the Applicant's common shares on November 27, 2000, because the Applicant failed to maintain listing requirements.

5. The Cease Trade Order was issued due to the failure by the Applicant to file with the Commission audited financial statements for the year ended September 30, 2002 (the "Financial Statements") as required by the Act.

6. The Applicant was subject to a cease trade order issued by the ASC dated April 4, 2003 for failure to file the Financial Statements. The Applicant is also subject to a cease trade order issued by the BCSC dated February 23, 2003 for failure to file the Financial Statements.

7. By May 31, 2004 the Applicant filed the audited financial statements for the year ended September 30, 2002, the unaudited financial statements for the three months ended December 31, 2002, unaudited financial statements for the six months ended March 31, 2003, unaudited financial statements for the nine months ended June 30, 2003, audited financial statements for the year ended September 30, 2003, unaudited financial statements for the three months ended December 31, 2003 and the unaudited financial statements for the six months ended March 31, 2004.

8. The Applicant was granted a full revocation of the Alberta Securities Commission's cease trade order on April 8, 2004.

9. In May of 2004, the Applicant applied for partial revocations of cease trade orders in British Columbia and Ontario to proceed with a debt settlement and private placement of up to 3,000,000 common shares to raise gross proceeds of $300,000.

10. On May 26, 2004 the BCSC granted the partial revocation order, and on July 28, 2004, the Commission granted the partial revocation order.

11. The Applicant is up to date in its continuous disclosure obligations, has paid all outstanding filing fees associated therewith, and except for the Cease Trade Order, is no longer in default of the requirements of the Act or any of the rules or regulations made thereunder.

12. The Applicant has concurrently applied to the BCSC for a full revocation of its cease trade order.

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

AND UPON the Director 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 is revoked.

DATED this 21st day of February, 2007.

"Erez Blumberger"
Manager, Corporate Finance