Application by an issuer for a revocation of a cease trade order -- 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.
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
SAHARA ENERGY LTD.
WHEREAS the securities of the Applicant are subject to a temporary cease trade order made by the Director dated May 11, 2009 under paragraph 2 and paragraph 2.1 of subsection 127(1) and subsection 127(5) of the Act and a further cease trade order made by the Director dated May 22, 2009 under paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act directing that trading in the securities of the Applicant cease until the order is revoked by the Director (the "Cease Trade Order");
AND WHEREAS the Cease Trade Order was made on the basis that the Applicant was in default of certain filing requirements under Ontario securities law as described in the Cease Trade Order;
AND WHEREAS the Applicant has applied to the Ontario Securities Commission for an order pursuant to Section 144 of the Act to revoke the Cease Trade Order;
AND UPON the Applicant having represented to the Ontario Securities Commission that:
1. The Applicant was incorporated by way of amalgamation under the Business Corporations Act (Alberta) on March 31, 2008.
2. The Applicant is a reporting issuer in Alberta, British Columbia and Ontario. The Applicant is not a reporting issuer in any other jurisdiction in Canada.
3. The Cease Trade Order was issued because the Applicant failed to file its audited annual financial statements for the year ended December 31, 2008, management's discussion and analysis and certificates relating thereto.
4. The Applicant is also subject to cease trade orders issued by the Alberta Securities Commission and the British Columbia Securities Commission dated May 7, 2009 and May 11, 2009, respectively.
5. The Applicant has applied for a revocation of the cease trade orders issued by the Alberta Securities Commission and the British Columbia Securities Commission concurrent with its application to the Ontario Securities Commission.
6. The common shares of the Applicant are listed on the TSX Venture Exchange but are currently suspended from trading.
7. The Applicant has filed its audited annual financial statements for the year ended December 31, 2008, management's discussion and analysis and certificates relating thereto. The Applicant has also filed its interim financial statements, management's discussion and analysis and certificates for the interim periods ended March 31, 2009, June 30, 2009 and September 30, 2009.
8. The Applicant is up-to-date with its continuous disclosure obligations, has paid all outstanding filing fees and is not in default of any of its obligations as a reporting issuer under the Act.
9. The Applicant's SEDAR and SEDI profiles are up-to-date.
10. 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.
AND UPON considering the application and the recommendation of the staff of the Ontario Securities Commission;
AND UPON the Director 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 at Toronto this 19th day of February, 2010.