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 interim 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)2, 127(5), 127(1), 144.

IN THE MATTER OF

THE SECURITIES ACT,

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

(the "Act")

AND

IN THE MATTER OF

TOREADOR RESOURCES CORPORATION

 

ORDER

(Section 144)

WHEREAS the securities of Toreador Resources Corporation (the "Filer") are subject to a Temporary Order made by the Director dated November 23, 2006 under paragraph 127(1)2 and subsection 127(5) of the Act, as extended by an Order made by the Director dated December 5, 2006 under paragraphs 2 and 2.1 of subsection 127(1) of the Act (together, the Cease Trade Order) directing that trading in and acquisitions of the securities of the Filer cease until the Cease Trade Order is revoked by the Director;

AND WHEREAS the Filer has made an application to the Ontario Securities Commission (the "Commission") for a revocation of the Cease Trade Order pursuant to subsection 144(1) of the Act;

AND UPON the Filer representing to the Commission that:

(a) The Filer was incorporated on July 13, 1951 and is governed under the laws of the State of Delaware.

(b) The Filer is an independent international energy company engaged in the acquisition, development, exploration and production of natural gas, crude oil and other income-producing minerals.

(c) The common shares of the Filer are listed and posted for trading on NASDAQ. There are no securities of the Filer currently listed or posted for trading or quoted on any exchange or market in Canada.

(d) Alberta is the principal regulator of the Filer.

(e) The Filer is a reporting issuer in Ontario, Quebec, British Columbia and Newfoundland and Labrador. The Filer is not a reporting issuer in any other jurisdiction in Canada.

(f) The Cease Trade Order was issued due to the failure of the Filer to file interim financial statements for the nine month period ended September 30, 2006 and management's discussion and analysis relating to the interim financial statements for the nine month period ended September 30, 2006, as required by Ontario securities law (the "Continuous Disclosure Documents").

(g) The Filer failed to file these financial statements because the Filer was in the process of re-auditing and restating its previously issued audited consolidated financial statements as of and for the years ending 2003, 2004 and 2005 and its unaudited consolidated financial statements for each of the interim periods ended March 31 and June 30, 2006.

(h) The Filer has filed the Continuous Disclosure Documents with the Commission through SEDAR and is up-to-date on all its other continuous disclosure obligations, has paid all outstanding filing fees and has complied with National Instrument 51-102 Continuous Disclosure Obligations regarding delivery of financial statements and except for the Cease Trade Order, is not otherwise in default of any requirement of Ontario securities law.

(i) The cease trade order imposed by the Alberta Securities Commission on November 21, 2006 was revoked on March 19, 2007.

(j) The Filer has not been subject to any prior cease trade orders.

(k) There have been no changes of directors, officers, insiders or controlling shareholders of the Filer since the date of the Cease Trade Order.

(l) There have been no material changes to the Filer's business or operations since the date of the Cease Trade Order, and there are currently no such material changes planned.

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

AND UPON the Commission being satisfied that it would not be prejudicial to the public interest to revoke the Cease Trade Order;

IT IS ORDERED under section 144 of the Act that the Cease Trade Order is revoked.

DATED March 22, 2007.

"Jo-Anne Matear"
Assistant Manager, Corporate Finance
Ontario Securities Commission