Securities Law & Instruments

Headnote

Section 1(11) -- order that issuer is a reporting issuer for purposes of Ontario securities law -- issuer already a reporting issuer in British Columbia and Alberta -- issuer's securities listed for trading on the TSX Venture Exchange -- continuous disclosure requirements in British Columbia and Alberta are substantially the same as those in Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11).

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990,

CHAPTER S.5, AS AMENDED (the Act)

AND

IN THE MATTER OF

ARAPAHO CAPITAL CORP.

 

ORDER

(Section 1(11))

UPON the application of Arapaho Capital Corp. (the Applicant) for an order pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law;

AND UPON considering the application and the recommendations of the staff of the Ontario Securities Commission (the Commission);

AND UPON the Applicant representing to the Commission as follows:

1. The Applicant was incorporated under the former Company Act (British Columbia) on April 17, 1998 and transitioned under the new British Columbia Business Corporations Act on March 1, 2005 with its registered and records office located at 3000 Royal Centre, 1055 West Georgia Street, Vancouver, British Columbia, V6E 3R3.

2. The Applicant's head office is located at Suite 300 - 570 Granville Street, Vancouver, British Columbia, V6C 3P1.

3. The authorized capital of the Applicant consists of an unlimited number of Common shares without par value, of which 6,200,000 Common shares are issued and outstanding and 100,000,000 non-voting Preference shares, none of which are issued and outstanding as at the date hereof.

4. The Applicant has been a reporting issuer under the Securities Act (British Columbia) (the BC Act) since October 8, 1998 and the Securities Act (Alberta) (the Alberta Act) since November 29, 1999.

5. As of the date hereof, the Applicant is not on the list of defaulting reporting issuers maintained pursuant to the BC Act or the Alberta Act, and, to the best of its knowledge, is not in default of any of its obligations under the BC Act or the Alberta Act.

6. The Applicant is not currently a reporting issuer or the equivalent in any jurisdiction in Canada other than British Columbia and Alberta.

7. The continuous disclosure requirements of the BC Act and the Alberta Act are substantially the same as the requirements under the Act.

8. The continuous disclosure materials filed by the Applicant under the BC Act and the Alberta Act since September, 1998 are available on the System for Electronic Document Analysis and Retrieval (SEDAR).

9. The Applicant's securities are traded on the TSX Venture Exchange (TSX-V) under the symbol "AHO". The Applicant's securities are not traded on any other stock exchange or trading or quotation system.

10. The Applicant is not in default of any of the rules or regulations of the TSX-V.

11. The Applicant has a significant connection to Ontario in that, as of February 9, 2007, 51.65% of the Applicant's issued and outstanding Common shares are held directly and indirectly by Ontario residents.

12. Neither the Applicant nor any of its predecessor entities, nor any of their officers, directors or controlling shareholders, has:

(a) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;

(b) entered into a settlement agreement with a Canadian securities regulatory authority; or

(c) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

13. Neither the Applicant nor any of its predecessor entities, nor any of their officers, directors or controlling shareholders, is or has been subject to:

(a) any known ongoing or concluded investigations by a Canadian securities regulatory authority, or a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

14. None of the officers, directors, or controlling shareholders of the Applicant is or has been at the time of such event an officer or director of any other issuer which is or has been subject to:

(a) any cease trade or similar order, or order that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years;

except as follows:

(c) Mr. Brian Bayley, a director and officer of the Applicant, is a director of PetroFalcon Corporation (PetroFalcon), presently a Toronto Stock Exchange listed company, and Mr. A. Murray Sinclair, a director of the Applicant, was a director of PetroFalcon on February 27, 2002 when the British Columbia Securities Commission (BCSC) issued an order regarding a private placement of PetroFalcon to Quest Ventures Ltd., a private company of which Mr. Bayley was also a director. The BCSC considered it to be in the public interest to remove the applicability of certain exemptions from the prospectus and registration requirements of the BC Act for PetroFalcon until a shareholders meeting of PetroFalcon was held. In addition, the BCSC removed the applicability of the same exemptions for Quest Ventures Ltd. in respect of the common shares received pursuant to the private placement. Approval of shareholders was received on May 23, 2002 and the BCSC reinstated the applicability of the exemptions from the prospectus and registration requirements for both companies shortly thereafter;

(d) in early 2003 the directors and officers of Esperanza Silver Corp., a TSX-V listed company, of which Mr. Bayley was a director, became aware that it was subject to outstanding cease trading orders in each of Alberta (issued on September 17, 1998) and Québec (issued on August 12, 1997) arising from its previous failure to comply with the financial statements filing requirements of the Alberta Securities Commission (ASC) and the Québec Securities Commission. The historical financial statements and filing fees were subsequently filed and the Alberta order was rescinded on August 1, 2003 and the Québec order was rescinded on May 16, 2003;

(e) Mr. Bayley was a director of Westate Energy Inc., a delisted TSX-V company, when in January 1994 the BCSC issued a cease trade order for failure to comply with the financial statement filing requirements of the BCSC;

(f) Mr. Bayley is a director of American Natural Energy Corp., a TSX-V listed company, and in June 2003 each of the BCSC, the Manitoba Securities Commission and the Quebec Securities Commission issued a cease trade order for failure to comply with the financial statement filing requirements of the above securities commissions. The historical financial statements and filing fees were subsequently filed and all the orders were rescinded in August, 2003; and

(g) Mr. Sinclair was a director of Katanga Mining Limited (formerly Balloch Resources Ltd. and New Inca Gold Ltd.) on February 25, 2002 when Katanga Mining Limited was issued a cease trade order from the BCSC, the ASC and the Commission for failure to file financial statements within the prescribed period of time and pay the filing fees. Katanga Mining Limited has since filed the financial statements and paid the filing fees as required by the above securities commissions. Effective October 21, 2003, trading of the securities of Katanga Mining Limited resumed. The BC Order was rescinded on October 21, 2003, the Alberta Order was rescinded on October 23, 2003, and the Ontario Order was rescinded on March 6, 2003.

15. The Applicant will remit all participation fees due and payable by it pursuant to Commission Rule 13-502 Fees by no later than two business days from the date of this Order.

AND UPON the Commission being satisfied that to do so is in the public interest;

IT IS ORDERED pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.

DATED August 8th, 2007

"Jo-Anne Matear"
Assistant Manager, Corporate Finance