Securities Law & Instruments

Headnote

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
(the “Act”)

AND

IN THE MATTER OF
GAR LIMITED
(the “Corporation”)

ORDER
(Section 144)



WHEREAS the securities of the Corporation are subject to a cease trade order made by the Director on June 24, 1998 (the "Cease Trade Order") which directed that trading in the securities of the Corporation cease until the Cease Trade Order is revoked.

AND WHEREAS the Corporation has applied to the Ontario Securities Commission (the "Commission") pursuant to section 144(1) of the Act for a revocation of the Cease Trade Order (the "Application").

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

1. The Corporation was incorporated on February 20, 1987 pursuant to Articles of Incorporation in the Province of Ontario.

2. The Corporation is a reporting issuer under the Act and under the securities legislation of British Columbia and Alberta, 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 chares ("Common Shares"), of which 1,478,130 Common Shares are issued and outstanding. Other than its Common Shares, the Corporation has no securities (including debt securities) outstanding.

4. The Common Shares of the Corporation are not listed or quoted on any exchange or market in Canada or elsewhere.

5. The Cease Trade Order was issued due to the failure of the Corporation to file its audited annual financial statements for the fiscal year ended January 31, 1998, unaudited interim financial statements for the three month period ended April 30, 1998, and unaudited interim financial statements for the six month period ended July 31, 1998.

6. The Corporation subsequently failed to file the following disclosure documents with the Commission in accordance with the requirements of the Act:

(a) audited annual financial statements for the fiscal years ended January 31, 1999 to January 31, 2006 (inclusive) and for the fiscal years ended January 31, 2010 to January 31, 2013 (inclusive), as required by National Instrument 51-102 -- Continuous Disclosure Obligations ("NI 51-102"), the management's discussion and analysis related thereto, as required by NI 51-102, and the certificates related thereto for the fiscal years ended January 31, 1999 to January 31, 2006 (inclusive) and for the fiscal years ended January 31, 2010 to January 31, 2013 (inclusive), as required by National Instrument 52-109 -- Certification of Disclosure in Issuer's Annual and Interim Filings ("NI 52-109");

(b) the unaudited interim financial statements for the fiscal periods ended October 31, 1998 through October 31, 2012 (inclusive), as required by NI 51-102, the management's discussion and analysis related thereto, as required by NI 51-102; and, the certificates related thereto for the fiscal periods ended October 31, 1998 through October 31, 2012 (inclusive), as required by NI 52-109.

7. The Corporation further failed to pay participation fees for the years ended January 31, 1999 to January 31, 2013 (inclusive), as required by OSC Rule 13-502 -- Fees ("Rule 13-502").

8. The required interim and annual financial statements were not filed because the Corporation did not have sufficient funds to engage an accountant to assist in their preparation. The Corporation also lacked the funds required to pay its outstanding annual SEDAR fees.

9. Since the issuance of the Cease Trade Order, the Corporation has filed the following continuous disclosure documents with the Commission:

(a) on June 26, 2009, audited annual financial statements for the fiscal years ended on January 31, 2009, 2008 and 2007, along with the corresponding management's discussion and analysis and the certificates of annual filings required by NI 52-109;

(b) on July 20, 2009, Commission form 13-502F2, in respect of the payment of outstanding participation and late filing fees;

(c) on September 12, 2013, a material change report in respect of all material changes in the Corporation's business since the issuance of the Cease Trade Order; and

(d) on September 16, 2013, audited annual financial statements for the fiscal years ended on January 31, 2013, 2012 and 2011, and for the periods ended April 30, 2013 and July 30, 2013 along with the corresponding management's discussion and analysis and the certificates of annual filings required by NI 52-109.

10. The Corporation has not filed with the Commission:

(a) audited annual financial statements for the fiscal years ended January 31, 1999 to January 31, 2006 (inclusive), the corresponding management's discussion and analysis for each such year and the corresponding certificates required by NI 52-109;

(b) audited annual financial statements for the fiscal year ended January 31, 2010, the corresponding management's discussion and analysis for such year and the corresponding certificates required by NI 52-109; and

(c) unaudited interim financial statements for the fiscal periods ended October 31, 1998 through October 31, 2012 (inclusive), the corresponding management's discussion and analysis for each such period and the corresponding certificates required by NI 52-109

(the "Outstanding Filings").

11. Except for the failure to file the Outstanding Filings, the Corporation (i) is up-to-date with all of its other continuous disclosure obligations; (ii) is not in default of any of its obligations under the Cease Trade Order; and (iii) is not in default of any requirements under the Act or the rules and regulations made pursuant thereto.

12. In addition to the Cease Trade Order, the Corporation is subject to the following cease trade orders (together, the "Other Cease Trade Orders"):

(a) an order issued by the Alberta Securities Commission (the "ASC") on August 6, 1998; and

(b) an order issued by the British Columbia Securities Commission (the "BCSC") on October 23, 1998.

13. The Corporation has applied to the ASC and the BCSC to have the Other Cease Trade Orders revoked.

14. Other than the Cease Trade Order and the Other Cease Trade Orders, the Corporation has not previously been subject to a cease trade order in any jurisdiction.

15. The Corporation has not held any annual meetings of its shareholders since the implementation of the Cease Trade Order.

16. The Corporation has provided an undertaking to the Commission to hold an annual meeting of shareholders within three months of the date of this order.

17. The Corporation is not considering, nor is it involved in any discussions relating to, a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.

18. The Corporation has provided an undertaking to the Executive Director of the Commission (the "Executive Director") that it will not to complete any transaction that would result in a reverse takeover while the Corporation is not listed on a stock exchange recognized by a securities regulatory authority in Canada without providing advance written notice of such transaction to the Executive Director.

19. The Corporation has filed all applicable forms under Rule 13-502 and paid all applicable participation and late filing fees in accordance with, as follows:

(a) participation fees (including all late fees) for the financial years ended January 31, 1998 to January 31, 2013 (inclusive); and

(b) late document fees for the late filing of (i) audited annual financial statements for the years ended January 31, 2007 to January 31, 2009 (inclusive) and (ii) audited annual financial statements for the years ended January 31, 2011 to January 31, 2013 (inclusive).

20. The Corporation has paid all outstanding filing fees, participation fees and late filing fees required to be paid to the ASC and the BCSC and has filed all forms associated with such payments.

21. The Corporation's profiles on SEDAR and SEDI are up-to-date.

22. Since the issuance of the Cease Trade Order, all material changes in the Corporation's business were disclosed in a material change report dated September 12, 2013.

23. Since the issuance of the Cease Trade Order, no technical report has been required to be filed by the Corporation pursuant to National Instrument 43-101 -- Standards of Disclosure for Mineral Projects.

24. Upon the issuance of this order, the Corporation will issue a news release and file a material change report 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 Cease Trade Order.

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

Dated this 18th day of September, 2013.

"Kathryn Daniels"
Deputy Director, Corporate Finance
Ontario Securities Commission