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, except as set out in the order, 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, CHAPTER S.5,

AS AMENDED (the Act)

AND

IN THE MATTER OF

CANUC RESOURCES CORPORATION

(the "Corporation")

 

ORDER

(Section 144)

WHEREAS the securities of the Corporation are subject to a temporary order of the Director dated July 21, 2000 under paragraph 127(1)2 and subsection 127(5) of the Act, as extended by an order of the Director dated August 2, 2000 made under subsection 127 of the Act (together, the "Cease Trade Order") directing that trading in the securities of the Corporation cease until the Cease Trade Order is revoked;

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

AND UPON the Corporation having represented to the Commission that:

1. The Corporation was incorporated under the laws of the Province of Ontario by letters patent dated November 3, 1956. The principal office of the Corporation is located in Toronto, Ontario.

2. The Corporation is a reporting issuer or the equivalent under the securities legislation of the in the Provinces of Alberta, Ontario and Quebec. The Corporation is not a reporting issuer in any other jurisdiction of Canada.

3. The Corporation is also subject to a cease trade order in Alberta and Quebec issued August 18, 2000 and July 18, 2000, respectively. The Corporation has concurrently applied to the Alberta Securities Commission and the Autorité des marchés financiers for a full revocation of the cease trade order applicable in Alberta and in Quebec.

4. The Cease Trade Order was issued as a result of the Corporation's failure to file its audited annual consolidated financial statements for the period ended December 31, 1999. Subsequently, the Corporation also failed to file audited annual consolidated financial statements for the periods ended December 31, 2000, 2001, 2002, 2003, 2004 and 2005, interim consolidated financial statements for all interim periods since December 31, 1999 and, in each case, related management's discussion and analysis ("MD&A").

5. The Corporation has filed on SEDAR its audited annual consolidated financial statements for the periods ended December 31, 2003, December 31, 2004 and December 31, 2005 and its unaudited interim consolidated financial statements for the interim periods ended March 31, 2006, June 30, 2006 and September 30, 2006, together with related MD&A and chief executive officer and chief financial officer certificates.

6. The Corporation is authorized to issue an unlimited number of the common shares of which 54,487,794 are issued and outstanding. Other than its common shares, the Corporation has no other securities outstanding.

7. The common shares of the Corporation are not listed or quoted on any exchange or market in Canada or elsewhere.

8. The Corporation entered into a share purchase agreement on January 15, 2007 with Sonocan Explorations Ltd ("Sonocan") (the "Share Purchase Agreement"). The Corporation will purchase all of the outstanding common shares of Sonocan in exchange for common shares of the Corporation. The Corporation will purchase 13,500,000 common shares of Sonocan in exchange for the issuance of 18,162,900 common shares of the Corporation.

9. Under the terms of the Share Purchase Agreement, Sonocan has agreed to provide assistance and funding to the Corporation in order to obtain the necessary orders to revoke the cease trade orders in Ontario, Alberta and Quebec.

10. Except for the Cease Trade Order and the entering into of the Share Purchase Agreement, the Corporation is not in default of any requirements of the Act or any of the rules or regulations made pursuant thereto.

11. The Corporation is up-to-date in its continuous disclosure obligations and has paid all participation and filing fees associated with those obligations owing to the Commission.

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

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

IT IS ORDERED, pursuant to section 144 of the Act, that the Cease Trade Order be revoked.

DATED this 9th day of April, 2007.

"Erez Blumberger"
Manager, Corporate Finance