Section 144 -- Revocation of cease trade order -- Issuer subject to cease trade order as a result of its failure to file annual financial statements -- Issuer has brought filings up to date and is otherwise not in default of Ontario securities law.
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
IN THE MATTER OF
PETAQUILLA COPPER LTD.
WHEREAS the securities of Petaquilla Copper Ltd. (the "Filer") are subject to a Temporary Order made by the Director dated September 7, 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 September 19, 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 British Columbia on March 15, 2006, and is governed under the laws of the Province of British Columbia.
(b) The Filer is a reporting issuer mineral exploration company created to pursue mineral exploration, development and production in the Republic of Panama.
(c) The Filer is a reporting issuer in Alberta, British Columbia and Ontario. The Filer is not a reporting issuer in any other jurisdiction in Canada.
(d) The authorized share capital of the Filer consists of an unlimited number of common shares and an unlimited number of preference shares, of which 149,577,254 common shares are issued and outstanding.
(e) Although the Filer is a reporting issuer, the common shares of the Filer are not listed on any Canadian stock exchange. 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 April 30, 2007, and management's discussion and analysis relating to the annual financial statements for the year ended April 30, 2007, and interim financial statements for the three months ended July 31, 2007, and management's discussion and analysis relating to the interim financial statements for the three months ended July 31, 2007, as required by Ontario securities law (the "Continuous Disclosure Documents").
(h) The British Columbia Securities Commission issued a cease trade order dated September 5, 2007, which was revoked on October 4, 2007.
(i) 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.
(j) The Filer has not been subject to any prior cease trade orders.
(k) There have been no changes of directors, officers, insiders or controlling shareholders of the Filer since the date of the Cease Trade Order.
(l) 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 19, 2007