Application by an issuer for a revocation of a cease trade order issued by the Commission -- 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.
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, CHAPTER S. 5, AS AMENDED
IN THE MATTER OF
HUDSON RIVER MINERALS LTD.
WHEREAS the securities of the Corporation are subject to a temporary order of the Ontario Securities Commission (the "Commission") dated May 2, 2013 and extended by an order of the Commission dated May 14, 2013 made under section 127 of the Act (collectively referred to as the "Cease Trade Order") ordering that all trading in the securities of the Corporation, whether direct or indirect, cease until the Ontario Cease Trade Order is revoked by the Director.
AND WHEREAS the Cease Trade Order was made on the basis that the Corporation was in default of certain filing requirements under Ontario securities law as described in the Cease Trade Order;
AND WHEREAS the Corporation has applied to the Commission pursuant to section 144 of the Act (the "Application") for a full revocation of the Cease Trade Order.
AND UPON the Corporation having represented to the Commission as follows:
1. The Corporation was incorporated and is existing under theBusiness Corporations Act (Ontario).
2. The Corporation is a reporting issuer under the Act, the Securities Act (Alberta) (the "Alberta Act") and the Securities Act (British Columbia) (the "BC Act") and is not a reporting issuer or equivalent under the securities legislation of any other jurisdiction in Canada.
3. The authorized share capital of the Corporation consists of an unlimited number of Common Shares, of which 48,415,410 Common Shares are issued and outstanding.
4. Other than its Common Shares, the Corporation has no securities, including debt securities, outstanding.
5. The Common Shares of the Corporation are listed on the TSX Venture Exchange but have been suspended from trading as a result of the imposition of the Cease Trade Order. The Common Shares are not listed or quoted on any other exchange or market in Canada or elsewhere.
6. The Cease Trade Order was issued as a result of the Corporation's failure to file its audited financial statements and related management discussion and analysis for the fiscal year ended December 31, 2012 due to lack of funds necessary to engage its auditor. Subsequently, the Corporation failed to file its interim financial statements for the three-month period ended March 31, 2013.
7. The Corporation is also subject to a cease trade orders issued under the BC Act and has concurrently applied for a revocation of this cease trade order.
8. The Corporation has filed all outstanding continuous disclosure documents that are required to be filed under Ontario securities law. Specifically, the Corporation has filed the following documents on SEDAR:
a. on August 7, 2013, audited financial statements for the fiscal year ended December 31, 2012 together with the related management discussion and analysis, and CEO and CFO certificates;
b. on August 7, 2013, interim financial statements for the three-month period ended March 31, 2013 together with the related management discussion and analysis, and CEO and CFO certificates;
c. on August 7, 2013 interim financial statements for the six-month period ended June 30, 2013 together with the related management discussion and analysis, and CEO and CFO certificates;
d. on August 29, 2013, amended interim financial statements for the three-month period ended March 31, 2013 together with the related management discussion and analysis, and CEO and CFO certificates; and
e. on August 29, 2013 amended interim financial statements for the six-month period ended June 30, 2013 together with the related management discussion and analysis, and CEO and CFO certificates.
9. The Corporation is not in default of any requirements of Ontario securities law, other than the Cease Trade Order.
10. The Corporation has paid all outstanding activity, participation and late filing fees that are required to be paid.
11. The Corporation's SEDAR profile and SEDI issuer profile supplement are current and accurate.
12. The Corporation intends to hold an annual meeting of shareholders within 90 days of the revocation of the Cease Trade Order.
13. Upon the issuance of this revocation order, the Corporation will issue a news release announcing the revocation of the Cease Trade Order. The Corporation will concurrently file the news release and a material change report regarding the revocation of the Cease Trade Order on SEDAR.
AND UPON considering the application and the recommendation of the staff of the Commission.
AND UPON the Commission 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 Cease Trade Order be revoked.
DATED on this day 29th of August, 2013.