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 interim financial statements -- Issuer has brought filings up to date and 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)2, 127(5), 127(1), 144.

IN THE MATTER OF

THE SECURITIES ACT,

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

(THE "Act")

AND

IN THE MATTER OF

RAGE ENERGY LTD.

 

ORDER

(Subsection 144(1))

WHEREAS the securities of Rage Energy Ltd. (the "Filer") are subject to a Temporary Order made by the Director dated May 11, 2007 under paragraphs 2 and 2.1 of subsection 127(1) and subsection 127(5) of the Act, as extended by an Order made by the Director dated May 23, 2007 under paragraphs 2 and 2.1 of subsection 127(1) of the Act (together, the Cease Trade Order) directing that trading in and acquisitions of the securities of the Filer cease until the Cease Trade Order is revoked by the Director;

AND WHEREAS the Filer has made an application to the Ontario Securities Commission (the "Commission") for a revocation of the Cease Trade Order pursuant to subsection 144(1) of the Act;

AND UPON the Filer representing to the Commission that:

(a) The Filer was amalgamated under the laws of the Province of Alberta on July 31, 2006 and is governed under the laws of the Province of Alberta.

(b) The Filer is a public oil and gas company created to pursue oil and gas exploration, development and production in the Western Canadian sedimentary basin.

(c) The Filer is a reporting issuer in Ontario, British Columbia and Alberta. The Filer is not a reporting issuer in any other jurisdiction in Canada.

(d) Alberta is the principal regulator of the Filer.

(e) The authorized share capital of the Filer consists of an unlimited number of common shares and an unlimited number of preferred shares, of which 21,131,500 common shares are issued and outstanding.

(f) The common shares of the Filer are listed on the TSX Venture Exchange but were suspended from trading on May 8, 2007. There are no securities of the Filer currently listed or posted for trading or quoted on any other exchange or market in Canada.

(g) The Cease Trade Order was issued due to the failure to file annual financial statements for the year ended December 31, 2006 and management's discussion and analysis relating to the annual financial statements for the year ended December 31, 2006 and interim financial statements for the three months ended March 31, 2007 and management's discussion and analysis relating to the interim financial statements for the three months ended March 31, 2007 as required by Ontario securities law (the "Continuous Disclosure Documents").

(h) The Filer failed to file these financial statements because of a combination of factors, including that the Filer's partner who operated the Wandering River program was late in providing joint operating statements in a timely manner. Secondly, in conjunction with the late issuance of the statements, the Filer's contract accounting personnel was unable to enter the data into its accounting package for provision to its auditors.

(i) The British Columbia Securities Commission issued a cease trade order dated May 9, 2007 and the Alberta Securities Commission issued a cease trade order (the "Alberta CTO") dated May 7, 2007. On October 5, 2007 the Alberta Securities Commission issued an order revoking the Alberta CTO.

(j) The Filer has filed the Continuous Disclosure Documents with the Commission through SEDAR and is up-to-date on all its other continuous disclosure obligations, has paid all outstanding filings fees and has complied with National Instrument 51-102 Continuous Disclosure Obligations regarding delivery of financial statements and except for the Cease Trade Order, is not otherwise in default of any requirement of Ontario securities law.

(k) The Filer has not been subject to any prior cease trade orders.

(l) There have been no changes of directors, officers, insiders or controlling shareholders of the Filer since the date of the Cease Trade Order.

(m) There have been no material changes to the Filer's business or operations since the date of the 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 Commission 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 is revoked.

DATED October 11, 2007

"Jo-Anne Matear"
Assistant Manager, Corporate Finance