Section 144 -- partial revocation of cease trade order to mail a circular and permit a meeting of shareholders, and other matters related thereto.
Applicable Ontario Statutory Provision
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)
IN THE MATTER OF
AZTEK RESOURCE DEVELOPMENT INC.
WHEREAS the securities of Aztek Resource Development Inc. (the "Applicant") are subject to a cease trade order dated November 3, 2005 made pursuant to paragraph 2 of subsection 127 (1) and subsection 127 (5) of the Act, as extended by a further order dated November 15, 2005 made pursuant to paragraph 2 of subsection 127(1) of the Act (collectively, the Cease Trade Order) directing that trading in the securities of the Applicant cease until the Cease Trade Order is revoked by a further order of revocation;
AND WHEREAS the Applicant has made an application (the "Application") to the Ontario Securities Commission (the "Commission") for an order to vary the Cease Trade Order pursuant to section 144 of the Act solely to permit the Applicant to mail a management information circular (the "Circular") and to hold the meeting of the shareholders of the Applicant (the "Meeting") contemplated therein and to effect the transactions contemplated therein;
AND WHEREAS considering the application and the recommendation of the staff of the Commission;
AND WHEREAS the Applicant having represented to the Commission as follows:
1. The Applicant was incorporated pursuant to the provisions of the Company Act (British Columbia) as Weed Golden Gas Ltd. on July 11, 1979 and changed its name to McKinney Resources Inc. on July 19, 1979. On July 15, 1986 it changed its name to Consolidated McKinney Resources Inc. Consolidated McKinney Resources Inc. changed its name to Aztek Technologies Inc. on December 9, 1996. By shareholder resolution dated August 13, 2004 the name was changed to Aztek Resource Development Inc.
2. The Applicant is a corporation existing under the Company Act (British Columbia) with its head office and registered office in Ontario.
3. The Applicant is a reporting issuer in British Columbia, Alberta, and Ontario.
4. The authorized capital of the Applicant consists of 100,000,000 common shares, of which 18,902,992 are issued and outstanding.
5. The Applicant's common shares were listed on the Canadian Trading and Quotation System Inc. ("CNQ") until November 14, 2006, at which time they were delisted due to the Applicant's failure to comply with CNQ requirements. The Applicant has no other securities listed on any stock exchange or traded over the counter in Canada or elsewhere.
6. The Applicant is subject to a cease trade order of the Alberta Securities Commission dated December 20, 2002 (the "ASC Order") and the British Columbia Securities Commission dated October 26, 2004 (the "BCSC Order") and obtained partial revocations on May 28, 2007 of the ASC Order and the BCSC Order to mail the Circular and hold the Meeting.
7. The Cease Trade Order against the Applicant was issued for failure to file its audited annual statements for the year ended June 30, 2005 and management discussion and analysis ("MD&A") relating to the audited financial statements for the year ended June 30, 2005 as required under the Act.
8. The Applicant's failure to file financial statements was a result of financial distress due to continued financial hardships; the Applicant subsequently failed to file in a timely manner the following financial statements and MD&A:
a. audited annual financial statements for the year ended June 30, 2006;
b. interim financial statements for the 3-month period ended September 30, 2006;
c. interim financial statements for the 6-month period ended December 31, 2006;
d. annual MD&A for the year ended June 30, 2006;
e. interim MD&A for the 3-month period ended September 30, 2006; and
f. interim MD&A for the 6-month period ended December 31, 2006.
("Subsequent Financial Statements and MD&A").
9. The primary asset of the Applicant has remained unchanged which is 100% of the shares of 1594360 Ontario Inc. The sole asset of 1594360 Ontario Inc., is an assignment of the hard rock, sub-surface mineral rights for a property known as the Tiger River concession located in Guyana, South America.
10. The Applicant has entered into an agreement to amalgamate with a wholly owned subsidiary of another reporting issuer, Alpha One Corporation ("Alpha One"), a capital pool company listed on the NEX board of the TSX Venture Exchange (the "Exchange").
11. Management has determined to mail the Circular to request the shareholders of the Applicant (the "Shareholders") vote for a special resolution to authorize the continuance of the Applicant as an Ontario corporation and amalgamate with the wholly-owned subsidiary of Alpha One (the "Amalgamation").
12. The Circular has received conditional approval of the Exchange on behalf of Alpha One in regard to the Amalgamation and listing of the resulting company under the requirements of the Exchange for a qualifying transaction, and the Applicant will seek a further application for a full revocation of the Cease Trade Order to complete the Amalgamation after receiving the necessary Shareholder and Exchange approvals.
13. The Circular includes the Subsequent Financial Statements and MD&A except for the following:
a. interim financial statements for the 3-month period ended September 30, 2006; and
b. interim MD&A for the 3-month period ended September 30, 2006.
14. The Applicant will file all Subsequent Financial Statements and MD&A on www.sedar.com prior to the Meeting to become up-to-date in its continuous disclosure obligations, and pay all outstanding filing fees associated therewith, to comply with the requirements of the Act or any regulations made under the Act.
15. The Applicant cannot continue as an Ontario corporation and effect the Amalgamation without mailing the Circular and holding the Meeting; the Applicant cannot mail the Circular or hold the Meeting without a variation of the Cease Trade Order.
16. The Applicant is seeking a variation of the Cease Trade Order to permit the mailing of the Circular and the holding of the Meeting.
17. The Applicant will seek a full revocation of the Cease Trade Order prior to completion of the Amalgamation.
AND WHEREAS considering the Application and the recommendation of the staff of the Director;
AND WHEREAS the Director being satisfied that to do so would not be contrary to the public interest;
IT IS ORDERED pursuant to section 144 of the Act, that the Cease Trade Order be and is hereby partially revoked solely to permit the mailing of the Circular and the holding of the Meeting provided that the Circular is mailed to all Shareholders in accordance with National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer.
DATED this 29th day of May, 2007.