Section 144 - application for revocation of management cease trade order - issuer has brought filings up to date - full revocation granted.
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
IN THE MATTER OF
CERTAIN DIRECTORS, OFFICERS AND
INSIDERS OF MEDORO RESOURCES LTD.
(being the persons and
companies listed in Schedule "A" annexed hereto)
WHEREAS the securities of Medoro Resources Ltd. (the "Filer") are subject to a temporary management cease trade order made by the Director dated May 4, 2007 under paragraphs 127(1)2 and 2.1 and subsection 127(5) of the Act (the "Management Cease Trade Order") directing that all trading in and all acquisitions of the securities of the Filer, whether direct or indirect, by the persons and companies listed in Schedule "A" annexed hereto (the "Respondents") cease for a period of 15 days from the date of the Management Cease Trade Order;
AND WHEREAS the Filer has made an application to the Ontario Securities Commission (the "Commission") for a revocation of the Management Cease Trade Order pursuant to section 144 of the Act;
AND UPON the Filer having represented to the Director as follows:
1. The Filer was formed on February 24, 2004 through the amalgamation of Medoro Resources Ltd. (a predecessor company) and Full Riches Investments Ltd., pursuant to articles of amalgamation under the Business Corporations Act (Yukon).
2. The Filer is a "reporting issuer" under the securities legislation of the provinces of Ontario, Alberta and British Columbia.
3. The Filer's common shares are currently listed and posted for trading on the TSX Venture Exchange under the trading symbol "MRS" and on the Alternative Investment Market of the London Stock Exchange under the trading symbol "MRL".
4. The Management Cease Trade Order was issued due to the failure of the Filer to file with the Commission audited annual financial statements for the year ended December 31, 2006 and management's discussion and analysis relating to the audited annual financial statements for the year ended December 31, 2006 (collectively, the "Continuous Disclosure Documents") as required by Ontario securities law.
5. The Filer was unable to file the Continuous Disclosure Documents on or before April 30, 2007 due to delays in the integration of the Filer's acquired business and for reasons relating to reporting from the Filer's recently established Venezuelan office.
6. On May 7, 2007, the Filer filed the Continuous Disclosure Documents with the Commission through SEDAR and is up-to-date on all of 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 the Continuous Disclosure Documents and except for the Management Cease Trade Order, is not otherwise in default of any requirement of Ontario securities law.
7. The Filer has not been subject to any prior cease trade orders.
8. Other than Rob Doyle who has resigned as Executive Vice-President of the Filer effective May 15, 2007, there have been no changes of directors, officers or insiders of the Filer since the date of the Management Cease Trade Order.
9. There have been no material changes to the Filer's business or operations since the date of the Management 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 Director being satisfied that it would not be prejudicial to the public interest to revoke the Management Cease Trade Order;
IT IS ORDERED under Section 144 of the Act that the Management Cease Trade Order is revoked.
Dated this 14th day of May, 2007.