Application by an issuer for a revocation of a cease trade order issued by the Commission -- cease trade order issued because the issuer had failed to file certain continuous disclosure materials required by Ontario securities law -- defaults subsequently remedied by bringing continuous disclosure filings up-to-date -- cease trade order revoked.
Applicable Legislative Provisions
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, c. S.5, AS AMENDED
IN THE MATTER OF
WABI EXPLORATION INC.
WHEREAS the securities of the Applicant are currently subject to a temporary cease trade order made by the Director dated September 11, 2007 pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, as extended by a further order made by the Director dated September 21, 2007, pursuant to paragraph 2 of subsection 127(1) of the Act (collectively, the "Cease Trade Order"), ordering that trading in securities of the Applicant cease until the Cease Trade Order is revoked;
AND WHEREAS the Applicant has made an application to the Ontario Securities Commission (the "OSC") pursuant to section 144(1) of the Act for an order revoking the Cease Trade Order;
AND WHEREAS Applicant has represented to the OSC that:
1. The Applicant was formed by articles of amalgamation under the Business Corporations Act (Ontario) on May 9, 2000.
2. The Applicant's registered and head office is located at 105 Airdrie Road, Toronto, Ontario M4G 1M4.
3. The Applicant is a reporting issuer in Ontario and Quebec. The Applicant is not a reporting issuer or its equivalent in any other jurisdiction in Canada.
4. The Applicant's authorized capital consists of an unlimited number of common shares (the "Common Shares") and an unlimited number of special shares (the "Special Shares"), issuable in series, of which 12,336,512 Common Shares and no Special Shares are issued and outstanding.
5. The Applicant has been inactive since January 2005.
6. The Cease Trade Order was issued due to the failure of the Applicant to file its audited financial statements and management's discussion and analysis relating to the audited financial statements for the year ended April 31, 2007, on or before the filing deadline of August 28, 2007, as required by section 4.2 of National Instrument 51-102 -- Continuous Disclosure Obligations.
7. In addition to the Cease Trade Order, the Applicant is subject to an order issued by the Autorité des marchés financiers (the "AMF") on September 14, 2007, as extended by a further order dated October 1, 2007 (the "AMF Cease Trade Order"), for failure of the Applicant to file its audited financial statements and management's discussion and analysis relating to the audited financial statements for the year ended April 31, 2007. The Applicant is not the subject of any cease trade orders in any other jurisdiction.
8. The Applicant is concurrently applying to the OSC and the AMF for a full revocation of each of the Cease Trade Order and the AMF Cease Trade Order.
9. On October 1, 2007, the Applicant filed on SEDAR: (i) the audited financial statements for the year ended April 30, 2007; (ii) the management's discussion and analysis for the year ended April 30, 2007; and (iii) the certificates required under Multilateral Instrument 52-109 -- Certification of Disclosure in Applicants' Annual and Interim Filings.
10. On November 21, 2007, the Applicant completed a non-brokered private placement of 5,000,000 units of the Applicant at a price of $0.01 per unit for total proceeds of $50,000. Each unit consisted of one common share of the Applicant (each, a "Common Share"), and one common share purchase warrant (each, a "Warrant"). Each Warrant shall entitle the subscriber to purchase one Common Share at an exercise price of $0.05 per Common Share for a period of two years following the close of the financing. Mr. James Brady, the President and a director of the Applicant was the sole subscriber. Proceeds from the financing were used to satisfy accounts payable of the Applicant.
11. The Applicant has no securities, including debt securities, that are currently listed or quoted on any exchange or market in Canada or elsewhere.
12. The Applicant has filed an undertaking with the OSC that it will hold an annual meeting of shareholders within three months of the date of this order.
13. Other than the Cease Trade Order, the Applicant has not previously been subject to a cease trade order by the OSC.
14. The Applicant is up-to-date with all of its other continuous disclosure obligations and has paid all outstanding participation fees, filing fees and late fees associated with those obligations owing to OSC. The Applicant is not in default of any of the requirements of the Act or the rules and regulations made thereunder.
15. The Applicant's SEDAR and SEDI profiles are up-to-date.
16. The Applicant is not considering, nor is it involved in any discussions relating to a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.
17. Upon the issuance of this revocation order, the Applicant will issue and file a new release and a material change report on SEDAR.
AND UPON considering the application and the recommendations of staff of the OSC;
AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;
IT IS ORDERED pursuant to section 144 of the Act that the Cease Trade Order is revoked.
DATED this 19th day of November, 2009.