Securities Law & Instruments

Headnote

Section 144 -- full revocation of cease trade order upon remedying of defaults.

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 Applicant)

ORDER
(Section 144)

WHEREAS the securities of Freeport Capital Inc. (the "Applicant") are subject to a temporary cease trade order dated May 13, 2013 issued by the Director of the Ontario Securities Commission (the "Commission"), pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, as extended by a further cease trade order dated May 24, 2013 made by the Director, pursuant to paragraph 2 of subsection 127(1) of the Act (collectively, the "Ontario Cease Trade Order"), ordering that all trading in the securities of the Applicant, whether direct or indirect, cease until the Ontario Cease Trade Order is revoked by the Director;

AND WHEREAS the Ontario 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 Ontario Cease Trade Order;

AND WHEREAS the Applicant has applied to the Commission for a revocation of the Ontario Cease Trade Order (the "Application") pursuant to section 144 of the Act for a revocation of the Cease Trade Order;

AND UPON the Applicant having represented to the Commission as follows:

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

2. The Applicant has filed all outstanding continuous disclosure documents that are required to be filed under Ontario securities law.

3. The Applicant has paid all outstanding activity, participation and late filing fees that are required to be paid.

4. The Applicant was also subject to a similar cease trade order issued by the Autorite des marches financiers as a result of the failure to make the filings described in the cease trade order, which order was revoked on July 10, 2013.

5. The Applicant's SEDAR profile and SEDI issuer profile supplement are current and accurate.

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

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON the Director being satisfied that it would not be prejudicial to the public interest to revoke the Ontario Cease Trade Order;

IT IS ORDERED pursuant to section 144 of the Act that the Ontario Cease Trade Order is hereby revoked.

DATED July 10, 2013.

"Sonny Randhawa"
Manager, Corporate Finance