Citrine Holdings Limited - s. 144

Headnote

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

Statutes Cited

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

IN THE MATTER OF

THE SECURITIES ACT,

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

(THE "ACT")

AND

IN THE MATTER OF

CITRINE HOLDINGS LIMITED

ORDER

(Section 144)

WHEREAS the securities of Citrine Holdings Limited ("Citrine") are subject to a cease trade order made by the Director dated March 27, 2007 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 March 15, 2007 pursuant to subsections 127(1) and 127(5) of the Act (collectively, the "Cease Trade Order") directing that trading in the securities of the Company cease unless revoked by a further order of revocation;

AND WHEREAS Citrine has applied to the Commission pursuant to Section 144 of the Act (the "Application") for a revocation of the Cease Trade Order;

AND WHEREAS Citrine has represented to the Commission that:

1. Citrine was incorporated under the laws of British Columbia on June 5, 1984.

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

3. Citrine's authorized share capital consists of 100,000,000 common shares without par value of which 14,884,062 were issued and outstanding as of March 26, 2007. Citrine's common shares are listed on the Canadian Trading and Quotation System (CNQ).

4. The Cease Trade Order was issued a result of Citrine's failure to file on SEDAR its annual audited financial statements for the year ended October 31, 2006, and its management's discussion and analysis relating to the audited financial statements for the year ended October 31, 2006 (collectively, the "Financial Statements and MD&A"), within 120 days after the end of its most recently completed financial year.

5. The British Columbia Securities Commission ("BCSC") also issued a cease trade order on March 13, 2007 (the "BCSC Cease Trade Order") as a result of Citrine's failure to file its Financial Statements and MD&A within 120 days after the end of its most recently completed financial year.

6. Citrine filed its Financial Statements and MD&A on SEDAR on April 2, 2007.

7. The BCSC Cease Trade Order was revoked on April 5, 2007.

8. Citrine has paid the applicable fees to the Commission in accordance with OSC Rule 13-502 in connection with the late filing of its annual audited financial statements for the year ended October 31, 2006.

9. Citrine has not been previously the subject of any cease trade orders by the Commission, except for the Cease Trade Order, and a temporary cease trade order issued by the Commission on March 10, 2006 (the "Temporary Order") as a result of Citrine's failure to file its audited financial statements for the year ended October 31, 2005, and its management's discussion and analysis relating to the audited financial statements for the year ended October 31, 2005. The Temporary Order was revoked by the Commission on March 21, 2006.

10. Citrine is not currently the subject of any cease trade orders in any other jurisdiction.

11. Except for the default disclosed herein, Citrine is not in default of any of the requirements of the Act or the rules and 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 under Section 144 of the Act, that the Cease Trade Order is revoked.

DATED this 30th day of April, 2007.