IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
IN THE MATTER OF
MCLAREN RESOURCES INC.
WHEREAS on February 4, 2009, McLaren Resources Inc. (the "Filer") and its transfer agent were notified that the Director of the Ontario Securities Commission (the "Commission") made an order under paragraph 2 and paragraph 2.1 of subsection 127(1) and subsection 127(5) of the Act that all trading in and all acquisitions of the securities of the Filer, whether direct or indirect, cease immediately for a period of fifteen days from the date of the order (the "Temporary Order");
AND WHEREAS the Temporary Order was made because the Filer failed to file certain disclosure materials required under Ontario securities laws and shortly thereafter on February 17, 2009, the Director made an order under paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act (the "Permanent Order") that all trading in and acquisitions of the securities of Filer whether direct or indirect, cease until the Permanent Order is revoked by the Director (the Temporary Order and Permanent Order will be collectively referred to herein as the "Cease Trade Order");
AND WHEREAS the Filer has applied to the Commission for an order pursuant to section 144 of the Act revoking the Cease Trade Order;
AND WHEREAS the Filer has represented to the Commission that:
1. The Filer was incorporated under the laws of the Province of Ontario on July 13, 1999.
2. The Filer became a reporting issuer in Ontario on January 11, 2000. The Filer's head office is located in Toronto, Ontario. The Filer is not a reporting issuer or the equivalent thereof in any other jurisdiction.
3. The Filer is engaged in the business of international petroleum exploration and development primarily in the Dutch sector of the North Sea and continued operating in the normal course of business throughout the Cease Trade Order.
4. As at the date hereof, the authorized capital of the Filer consists of an unlimited number of common shares of which 18,944,281 are issued and outstanding.
5. Other than the Cease Trade Order the Filer has not previously been subject to a cease trade order.
6. The Cease Trade Order was issued as a result of the Filer's failure to file, in accordance with the requirements of Ontario securities law, annual financial statements for the year ended September 30, 2008 (the "Annual Financial Statements"); the related Management Discussion and Analysis (the "Annual MD&A") for the year ended September 30, 2008 and corresponding certificates under National Instrument 52-109 -- Certification of Disclosure in Issuer's Annual and Interim Filings for the year ended September 30, 2009 (the "NI 52-109 Certificates").
7. The Filer filed the Annual Financial Statements, the Annual MD&A and NI 52-109 Certificates on June 24, 2009 and July 31, 2009 respectively.
8. The Filer also failed to file with the Commission in accordance with the requirements of Ontario securities laws:
a. the Filer's interim financial statements for the three months ended December 31, 2008 and 2007 (the "December 2008 and 2007 Interim Financial Statements"), together with the Filer's management discussion and analysis for the three months ended December 31, 2008 and 2007 (the "December 2008 and 2007 Interim MD&A") and the corresponding NI 52-109 Certificates; and
b. the Filer's interim financial statements for the six months ended June 30, 2008 and 2007 (the "June 2008 and 2007 Interim Financial Statements"), together with the Filer's management discussion and analysis for the six months ended June 30, 2008 and 2007 (the "June 2008 and 2007 Interim MD&A") and the corresponding NI 52-109 Certificates.
9. On August 4, 2009, the Filer filed with the Commission the December 2008 and 2007 Interim Financial Statements, the December 2008 and 2007 Interim MD&A and the corresponding NI 52-109 Certificates.
10. On August 26, 2009, the Filer filed with the Commission the June 2008 and 2007 Interim Financial Statements, the June 2008 and 2007 Interim MD&A and the corresponding NI 52-109 Certificates.
11. The Filer failed to file the above noted disclosure documents in a timely matter because of an ongoing dispute among the board of directors as to the general direction of the Filer and the composition of its management team. As disclosed in a press release dated March 12, 2009, at a meeting lawfully called by dissident shareholders on March 10, 2009, a new slate of directors were elected. The Filer no longer has a divided board.
12. Other than the Cease Trade Order, the Filer is not in default of its continuous disclosure obligations under Ontario securities law, including the rules and regulations made thereunder, and has paid all outstanding fees to the Commission, including all applicable activity and participation fees and late filing fees.
13. The Filer has provided the Commission with an undertaking pursuant to section 3.1(5) of National Policy 12-202 -- Revocation of Compliance-related Cease Trade Order that it will hold its annual meeting within three months after the date in which the Cease Trade Order is revoked.
14. The Filer expects to deliver its annual financial statements for the year ended September 30, 2009; the related Management Discussion and Analysis for the year ended September 30, 2009 and corresponding certificates under NI 52-109 with a copy of its upcoming management information circular to be mailed to shareholders of the Filer in connection with its 2009 annual meeting.
15. As of the date of this Order, there exists no material facts concerning the Filer which have not been disclosed to the shareholders of the Filer and to the Commission.
16. The Filer is not considering, nor is it involved in any discussion relating to a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.
17. Following the revocation of the Cease Trade Order, the Filer intends to raise capital to fund a strategic arrangement with Canadian Imperial Venture Corp. and Shoal Point Energy Limited to pursue exploration and production opportunities in the Green Point Formation located in Western Newfoundland, as more particularly described in the press release filed on SEDAR on December 4, 2009 by the Filer.
18. The Filer's issuer profiles on SEDAR and SEDI are up-to-date.
19. Upon the issuance of this revocation order, the Filer will issue a news release and file a material change report on SEDAR.
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON the Director being satisfied that the Filer has remedied its defaults in respect in respect of the filing requirements under the Act;
AND UPON the Director being satisfied that to revoke the Cease Trade Order 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 at Toronto this 18th day of December, 2009.