Freeport Capital Inc. -- s. 144

Order

Headnote

Application by issuer for a revocation of a cease trade order -- cease trade order issued as a result of the issuer's failure 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.

Statutes Cited

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, CHAPTER S.5, AS AMENDED

(the Act)

AND

IN THE MATTER OF

FREEPORT CAPITAL INC.

(the Reporting Issuer)

ORDER

(Section 144)

Background

On July 20, 2010, the Director made an order under paragraph 2 of subsection 127(1) of the Act (the Cease Trade Order) that all trading in securities of the Reporting Issuer, whether direct or indirect, shall cease until further order by the Director.

The Order was made because the Reporting Issuer was in default of certain filing requirements under Ontario securities law as described in the Cease Trade Order (the Default).

The Reporting Issuer has applied to the Ontario Securities Commission under section 144 of the Act for a revocation of the Cease Trade Order.

Representations

This order is based on the following facts represented by the Reporting Issuer:

1. The Reporting Issuer is a reporting issuer under the securities legislation of the provinces of Ontario, British Columbia, Alberta, and Quebec.

2. The Reporting Issuer is not in default of the Cease Trade Order.

3. Except for the Default, the Reporting Issuer is not in default of any requirements under Ontario securities law.

4. The Reporting Issuer has filed all outstanding continuous disclosure documents that are required to be filed under Ontario securities law.

5. The Reporting Issuer has paid all outstanding activity, participation and late filing fees that are required to be paid.

6. The Reporting Issuer's SEDAR profile and SEDI issuer profile supplement are current and accurate.

7. The Reporting Issuer undertook to hold an annual meeting (the Meeting) of its shareholders within 3 months of this order and to file the management information circular and all other required documents in respect of the Meeting.

8. Upon the issuance of this revocation order, the Reporting Issuer will issue a news release announcing the revocation of the Cease Trade Order. The Reporting Issuer will concurrently file the news release and a material change report regarding the revocation of the Cease Trade Order on SEDAR.

9. The Reporting Issuer was also subject to similar cease trade orders issued by British Columbia Securities Commission dated July 5, 2010, the Autorité des marchés financiers dated July 20, 2010, and the Alberta Securities Commission dated November 4, 2010. as a result of the failure to make the filings described in the Cease Trade Order. The orders issued by the British Columbia Securities Commission, the Autorité des marchés financiers, and the Alberta Securities Commission were revoked on April 12, 2012.

Order

The Director is of the opinion that it would not be prejudicial to the public interest to revoke the Cease Trade Order.

It is ordered under section 144 of the Act that the Cease Trade Order is revoked.

Dated: April 13, 2012

"Jo-Anne Matear"
Manager, Corporate Finance