Application by an issuer for a revocation of a cease trade order -- Issuer subject to cease trade order as a result of its failure to file financial statements -- Issuer has brought its filings up-to-date -- Issuer is otherwise not in default of applicable securities legislation, except for certain matters which it intends to remedy -- Issuer is currently inactive, but intends to reactivate itself -- Issuer has provided an undertaking to the Commission that it will not complete (a) a restructuring transaction involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada, (b) a reverse takeover with a reverse takeover acquirer that has a direct or indirect, existing or proposed, material underlying business which is not located in Canada, or (c) a significant acquisition involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada, unless the issuer files a preliminary prospectus and a final prospectus with the Ontario Securities Commission and obtains receipts for the preliminary prospectus and the final prospectus from the Director under the Act.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c.S.5, as am., ss. 127(1), 127(5), 127(8) and 144.
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED
IN THE MATTER OF
COLTSTAR VENTURES INC
WHEREAS the securities of Coltstar Ventures Inc (the "Issuer") are subject to a temporary cease trade order of the Director under the Act dated May 18, 2012 made under paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, as extended by a further order of the Director dated May 30, 2012 made under subsection 127(8) of the Act (collectively, the "Cease Trade Order") ordering that trading in the securities of the Issuer cease until the Cease Trade Order is revoked by a further order of revocation;
AND WHEREAS the Issuer has made an application (the "application") to the Ontario Securities Commission (the "Commission") for revocation of the Cease Trade Order pursuant to section 144 of the Act;
AND WHEREAS the Issuer has represented to the Commission that:
1. The Issuer was incorporated under the Business Corporations Act (British Columbia) on June 19, 2007 as a Capital Pool Company as defined in the TSX Venture Exchange Policy 2.4. During the year ended December 31, 2009, the Issuer completed its Qualifying Transaction by acquiring Tuscany Minerals S.r.l. The principal assets of Tuscany are mining exploration permits, and applications for such permits, all located in Italy.
2. The Issuer is a reporting issuer under the securities legislation of the provinces of Ontario, British Columbia and Alberta.
3. The Issuer's only authorized capital consists of an unlimited number of common shares (the "Common Shares"), of which 30,160,067 Common Shares are issued and outstanding. Other than the Common Shares, the Issuer has no securities, including debt securities, outstanding.
4. No securities of the Issuer, including the Common Shares and debt securities, are listed, quoted or traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.
5. Prior to the Cease Trade Order, the Issuer was primarily engaged in the exploration of gold and base metal mineral properties in Italy, through its wholly owned subsidiary Tuscany Minerals S.r.l., and iron-ore, lead, zinc, diamond and copper properties in Northern Canada. Currently the Issuer has spent the last year working on completing all the outstanding financial statements and working with the TSX-V and regulators in its reporting jurisdictions to satisfy requirements for the Issuer to come back to trade. Once trading on the TSX-V, the Issuer will continue its evaluation on its assets and attempt to find joint venture partners for the financing of exploration activity on its various properties, as well as searching for new opportunities in the resource sector.
6. The Cease Trade Order was issued as a result of the Issuer's failure to file annual financial statements for the year ended December 31, 2011.
7. Subsequently, the Issuer failed to file interim financial statements for the period ending March 31, 2012, June 30, 2012, and September 30, 2012 as well as management's discussion and analysis ("MD&A") and certificates under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (the "NI 52-109 Certificates").
8. On January 17, 2012 the BCSC issued a partial revocation and variation of partial revocation on February 22, 2013 to allow the Issuer to complete shares for debt issuing 1,672,919 shares at $0.20 and complete settlement agreement with former directors and officers returning 8,724,001 common shares of the Issuer back to treasury. The TSX Venture Exchange approved the Shares for debt on February 19, 2013. The settlement agreement was completed on March 25, 2013 reducing the number of outstanding shares to 30,160,067. There have not been any other trades of the Companies' securities since the issuance of the Cease Trade Order.
9. In connection with the application, the Issuer has remedied certain of its continuous disclosure defaults. On February 6, 2013, the Issuer received approval to file and on February 25, 2013, the Issuer filed Annual Financial Statements and related MD&A and NI 52-109 Certificates for the financial years ended December 31, 2011 and filed Interim Financial Statements and related MD&A and NI 52-109 Certificates for the interim period ended March 31, 2012, June 30, 2012 and September 30, 2012. On February 25, 2013, the Issuer paid outstanding participation fees, late fees and other fees. On April 30, 2013 the Issuer filed Annual Financial Statements and related MD&A and NI 52-109 Certificates for the financial years ended December 31, 2012, and the Interim Financial Statements and related MD&A and NI 52-109 Certificates for the interim period ended March 31, 2013 was filed on May 30, 2013.
10. As a result of the filings described in paragraph 9 above, the Issuer is up-to-date in its continuous disclosure filings and has paid all outstanding participation fees, late fees and other fees and is not in default of any requirement in applicable securities legislation in any jurisdiction of Canada, except for the existence of the Cease Trade Order.
11. The Issuer has provided the Commission with an undertaking that it will hold an annual meeting of shareholders within three months after the date on which the Cease Trade Order is revoked. The Issuer scheduled and held the annual and special meeting of shareholders on June 13, 2013. Shareholders of the Issuer received the audited consolidated financial statements of the Issuer for the fiscal years ended December 31, 2011 and December 31, 2012. The Issuer mailed out Notice of Annual and Special Meeting of the Shareholders, Proxy Forms and the Information Circular on May 16, 2013. All matters relating to the meeting was conducted in accordance with the OBCA and applicable securities legislation.
12. The Issuer is not presently considering, nor is it involved in any discussions relating to, an acquisition, a reverse takeover or similar transaction. However, it is the intention of management of the Issuer to investigate opportunities going forward. The Issuer has provided the Commission with an undertaking that it will not complete:
(a) a restructuring transaction involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada,
(b) a reverse takeover with a reverse takeover acquirer that has a direct or indirect, existing or proposed, material underlying business which is not located in Canada,
(c) a significant acquisition involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada,
(i) the Issuer files a preliminary prospectus and a final prospectus with the Ontario Securities Commission and obtains receipts for the preliminary prospectus and the final prospectus from the Director under the Act, and
(ii) the preliminary prospectus and final prospectus contain the information required by applicable securities legislation.
13. A new slate of directors of the Issuer has been appointed since the Cease Trade Order was issued. In late 2011 and early in the first quarter of 2012, several significant shareholders of the Issuer came forward to express their displeasure to management with how the business of the Issuer was being managed. Therefore, in early 2012, after some discussions between management and these shareholders, the Issuer commenced changes to the management and the board of directors. Accordingly, on January 12, 2012 CEO Damien Reynolds resigned as a director and CEO and Gary Stock was appointed CEO. Also on January 12, 2012 Adrian Rolke resigned. Also on January 12, 2012, Jon Lever and Stephen Burega were appointed directors by the board of directors as composed on January 11, 2012. On February 6, 2012, Peter Russell Jones resigned and Arndt Roehlig, Fiore Aliperti and Michael Sikich were appointed to the board by the board of directors as it was composed on January 11, 2012. Restructuring of management was initiated on March 14, 2012, whereby the board of directors appointed Arndt Roehlig CEO. On May 11, 2012, Garry Stock resigned as CFO of the Issuer and Jon Lever was appointed CFO by the board of directors. On May 15, 2012 Gary Stock and Stephen Burega resigned as directors concluding the process of change over from the old management and board to the current board of directors. The Issuer has no new or incoming directors, executive officers, or promoters.
14. Except for the departure of old directors and officers and the appointment of new directors and officers, as indicated in paragraph 13 above, the Issuer has not had any "material changes" within the meaning of the Act since it was cease traded and is not otherwise in default of requirements to file material change reports under applicable securities legislation. The events leading up to the Issuer's new slate of directors was disclosed on January 11, 2012; February 6, 2012; March 14, 2012; May 11, 2012 and May 15, 2012 by way of press release.
15. The Issuer's SEDAR profile and SEDI issuer profile supplement are up-to-date.
16. Forthwith after the revocation of the Cease Trade Order, the Issuer will issue and file a news release and file a material change report on SEDAR disclosing the revocation of the Cease Trade Order and outlining the Issuer's future plans. The material change report will include disclosure on the Issuer's directors and officers, the Issuer's audit committee members, the Issuer's principal shareholder, what remedial continuous disclosure documents have been filed on SEDAR.
AND UPON considering the Application and the recommendation of the staff of the Commission;
AND UPON being satisfied that to make this order would not be prejudicial to the public interest;
IT IS ORDERED, pursuant to section 144 of the Act, that the Cease Trade Order be and is hereby revoked.
DATED this 14th day of June, 2013.