Section 144 -- Application for revocation of cease trade order -- issuer subject to cease trader as a result of failure to file financial statements -- issuer has made a separate application to not be a reporting issuer in all of the jurisdictions in which it is currently a reporting issuer -- full revocation granted effective as of the date the issuer is determined to not be a reporting issuer.
Applicable Legislative Provisions
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
CORONA MINERALS LIMITED
WHEREAS the securities of the Applicant are currently subject to a cease trade order made by the Director dated November 21, 2012, made under paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, and extended by an order made by the Director dated December 3, 2012, directing that the trading in the securities of the Applicant, whether direct or indirect, shall cease until further order by the Director (the "Ontario CTO").
AND WHEREAS the Applicant has applied to the Ontario Securities Commission (the "Commission") pursuant to section 144 of the Act (the "Application") for a full revocation of the Ontario CTO;
AND WHEREAS the Applicant has represented to the Commission that:
1. The Applicant was incorporated under the Corporations Act 2001 (Australia) (the "Australian Act") on June 19, 2003. The Applicant's registered and head office is located at Level 1, 703 Murray Street, West Perth, Western Australia, 6005.
2. The Applicant is a reporting issuer in each of British Columbia, Alberta and Ontario (the "Jurisdictions"). The Applicant became a reporting issuer on March 23, 2012, when it obtained a receipt for a final prospectus in the Jurisdictions (the "Prospectus").
3. Market conditions did not permit the Applicant to complete its initial public offering ("IPO"). No securities of the Applicant have been, or will be distributed under the Prospectus, and the Applicant has no current intention to seek financing by way of public offering in Canada.
4. The Applicant is authorized to issue an unlimited number of ordinary shares of which 97,718,203 ordinary shares are currently issued and outstanding. There are an aggregate of 7,000,000 options to purchase ordinary shares outstanding.
5. The outstanding securities of the Applicant are beneficially owned, directly or indirectly, by fewer than 15 security holders in each of the jurisdictions in Canada and less than 51 holders in total in Canada.
6. The outstanding ordinary shares of the Applicant are beneficially owned, directly or indirectly, by 13 security holders who are resident in Canada, holding an aggregate of 11,373,400 ordinary shares, being less than 11.639% of the issued and outstanding ordinary shares of the Applicant. The security holders acquired their ordinary shares pursuant to private placements prior to the Applicant's IPO. There are no holders of other securities of the Applicant who are resident in Canada.
7. The Ontario CTO was issued due to the default of the Applicant to file: (i) audited annual financial statements for the year ended June 30, 2012; (ii) management's discussion and analysis relating to the audited annual financial statements for the year ended June 30, 2012; (iii) certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (collectively, the "Financials").
8. In addition to the Ontario CTO, the Applicant is subject to a cease trade order issued by the BCSC on November 15, 2012 (the "BC CTO") for failure to file the Financials, and to a cease trade order issued by the Alberta Securities Commission ("ASC") on February 14, 2013 (the "Alberta CTO") for failure to file the Financials.
9. On February 28, 2013, the Applicant applied to the securities regulatory authority or regulator in each of the Jurisdictions for a decision under the securities legislation of such jurisdictions that the Applicant is not a reporting issuer under such securities legislation (the "Reporting Issuer Exemptive Relief Sought").
10. The Applicant issued a news release on February 19, 2013, regarding the withdrawal of its IPO and announcing that that the Applicant has made an application in each of the Jurisdictions for the decision that the Applicant is not a reporting issuer.
11. The Applicant is an unlisted public company in Australia. The Applicant currently complies with Australian reporting requirements in the Australian Act (the "Australian Reporting Requirements"). Under the Australian Reporting Requirements, the Applicant files annual audited financial statements with the Australia Securities and Investments Commission. The Applicant is not in default of any Australian reporting requirements.
12. The Applicant's annual report, which incorporates the annual audited financial statements and a directors' report prepared in accordance with the Australian Act, is sent to all holders of the Applicant's ordinary shares, including those resident in Canada, who have elected to receive such material. The Applicant also publishes its annual report and all financial disclosure and material information on its website.
13. No securities of the Applicant, including debt securities, are currently listed, traded or quoted for trading on any "marketplace" in Canada (as defined in National Instrument 21-101Marketplace Operation), and the Applicant does not currently intend to have any of its securities listed, traded or quoted on such a marketplace in Canada.
14. The Applicant has currently no intention to seek financing by way of private or public placement in a jurisdiction of Canada.
15. Except for the defaults that led to the issuance of the Ontario CTO, the Alberta CTO and the BC CTO, and other continuous disclosure defaults since the issuance of the Ontario CTO, the Alberta CTO and the BC CTO, the Applicant has complied with applicable securities legislation, regulations and instruments.
16. The Applicant is not in a financial position to make any public filings, in accordance with the Act, of any financial statements, management's discussion and analysis or certificates relating thereto, either on an annual or quarterly basis.
17. If the Reporting Issuer Exemptive Relief Sought is granted, the Applicant will no longer be a reporting issuer in any jurisdiction in Canada.
AND UPON considering the Application and the recommendation of the staff of the OSC;
AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;
IT IS ORDERED, pursuant to section 144 of the Act, that the Ontario CTO is fully revoked as of the date on which the Applicant ceases to be a reporting issuer under the Act.
DATED at Toronto this 7th day of August, 2013.