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TAC Gold Corporation – s. 144
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
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED
(THE “ACT”)
AND
IN THE MATTER OF
TAC GOLD CORPORATION
ORDER
(Section 144)
WHEREAS the securities of TAC GOLD CORPORATION (the Issuer) are subject to a cease trade order made by the Director dated August 22, 2012 (the Permanent Order) pursuant to subsections 127(1) and 127(5) of the Act directing that all trading in the securities of the Issuer whether direct or indirect, cease until the Permanent Order is revoked by the Director;
AND WHEREAS the Permanent Order was made on the basis that the Issuer was in default of certain filing requirements under Ontario securities law as described in the Permanent Order and outlined below;
AND WHEREAS the Issuer has made an application to the Ontario Securities Commission (the Commission) for revocation of the Permanent Order pursuant to section 144 of the Act;
AND UPON the Issuer having represented to the Commission that:
1. The Issuer is a corporation organized under the laws of British Columbia under the name 'TAC Capital Corp.' on September 14, 2005. The Issuer changed its name to TAC Gold Corporation on December 21, 2009.
2. The Issuer is a junior mineral exploration company with a head office at Suite 203, 2780 Granville Street, Vancouver, British Columbia V6H 3J3.
3. The Issuer is a reporting issuer under the securities legislation of the provinces of Ontario, Alberta and British Columbia (the Reporting Jurisdictions) only, and is not a reporting issuer in any other jurisdiction. The British Columbia Securities Commission is the principal regulator of the Issuer.
4. The Issuer's common shares (Common Shares) are listed for trading on the Canadian National Stock Exchange (CNSX) under the trading symbol TCG, however, trading is currently subject to a regulatory halt. The Issuer's common shares are only listed for trading on the CNSX and the Issuer is not listed for trading of any of its securities on any other exchange, marketplace or facility.
5. The Issuer has authorized capital of an unlimited number of common shares without par value, of which 20,205,000 common shares are issued and outstanding. The Issuer's consolidated interim financial report for the nine-month interim period ended December 31, 2012, indicates $323,393 in accounts payable and accrued liabilities and $156,000 in loans payable.
6. The Commission made the decision ordering that trading cease in respect of the securities of the Issuer because the Issuer failed to file its audited annual financial statements and Form 51-102F1 Management's Discussion and Analysis (MD&A) for the year ended March 31, 2012 and certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109 certificates). A temporary cease trade order was made by the Director on August 10, 2012, which order was then subsequently extended on August 22, 2012 until further order of the Director.
7. The Issuer is also subject to a cease trade order issued by the British Columbia Securities Commission on August 7, 2012 for failure by the Issuer to file its comparative financial statement for its financial year ended March 31, 2012, and MD&A for the period ended March 31, 2012. The Issuer has applied for a revocation of the cease trade order issued by the British Columbia Securities Commission concurrent with its application to the Commission.
8. The Issuer is also subject to a cease trade order issued by the Alberta Securities Commission on November 7, 2012, for failure by the Issuer to file its audited annual financial statements, annual MD&A and NI 52-109 certificates for the year ended March 31, 2012, and for failure to file interim unaudited financial statements, interim MD&A, and NI 52-109 certificates for the interim period ended June 30, 2012. The Issuer has applied for a revocation of the cease trade order issued by the Alberta Securities Commission concurrent with its application to the Commission.
9. The Issuer has filed with the securities regulator or securities regulatory authority in each of the Reporting Jurisdictions (the Authorities) all continuous disclosure that it is required to file under the securities legislation of the Reporting Jurisdictions and has paid all activity, participation and late filing fees that it is required to pay to the Authorities.
10. Since the date of issuance of the Permanent Order, the Issuer has filed, among other things, the following continuous disclosure documents with the Authorities:
a news release dated October 30, 2012, announcing the termination of the Goldfield West Option and lapse of Iowa Canyon Option;
b. an advance Notice dated October 31, 2012, of an annual general and special meeting of shareholders set for December 28, 2012;
c. an amended advance Notice dated November 23, 2012, cancelling the annual general and special meeting of shareholders previously set for December 28, 2012;
d. comparative audited consolidated annual financial statements, MD&A, NI 52-109 certificates and a Participation Fee Form 13-502F1 for the Issuer's year ended March 31, 2012;
e. comparative unaudited consolidated interim financial report, MD&A and NI 52-109 certificates for the Issuer's interim periods ended June 30, September 30 and December 31, 2012;
f. an advance Notice dated July 19, 2013, of an annual general and special meeting of shareholders set for September 19, 2013;
g. comparative audited consolidated annual financial statements, MD&A, NI 52-109 certificates and a Participation Fee Form 13-502F1 for the Issuer's year ended March 31, 2013;
h. Notice of Annual General and Special Meeting of Shareholders, Management Information Circular and form of proxy for a shareholder meeting to be held on September 19, 2013;
i. comparative unaudited consolidated interim financial report, MD&A and NI 52-109 certificates for the Issuer's interim period ended June 30, 2013.
11. Since the date of issuance of the Permanent Order, there have been no undisclosed material changes in the business, operations or affairs of the Issuer.
12. The Issuer's SEDAR issuer profile and SEDI issuer profile supplement are up-to-date.
13. The Issuer (i) is up-to-date with all of its continuous disclosure obligations; (ii) is not in default of any of its obligations under the Permanent Order; and (iii) is not in default of any requirements under the Act or the rules and regulations made pursuant thereto other than as set out in representation 15, below.
14. On application to the Registrar of Companies under section 182(4) of the Business Corporations Act (British Columbia), the Registrar granted the Issuer an extension to September 19, 2013, within which to hold its annual general shareholders' meeting for the year 2012. The Issuer called an annual general and special meeting of its shareholders that was held on September 19, 2013 (the September 19, 2013 Meeting), notwithstanding which, the Issuer has undertaken in accordance with Section 3.1(5) of NP 12-202 to hold an annual general meeting of its shareholders within three months of the date on which the Permanent Order is revoked.
15. On August 27, 2013, the Issuer filed its management information circular (the Circular), dated August 15, 2013, in connection with the September 19, 2013 Meeting. In the Circular, the Issuer proposed a consolidation of its issued share capital. This may be an act in furtherance of a trade which would contravene the Permanent Order.
16. The Issuer's current directors and executive officers are: Gregory M. Thomas, President and Chief Executive Officer (appointed June 26, 2009) and a director (since June 17, 2009, having filled a casual vacancy created by a resigning director); Fred Baker, a director (since June 17, 2009, having filled a casual vacancy created by a resigning director); and Harvey Dick, a director (since March 4, 2010, when appointed as an additional director of the Issuer). Gregory M. Thomas, Fred Baker and Harvey Dick were most recently elected as directors of the Issuer at the September 19, 2013 Meeting. The Issuer has no current or incoming directors, executive officers or promoters other than those disclosed herein.
17. To the knowledge of the directors and management of the Issuer, Gregory M. Thomas, who currently serves, and it is proposed by the Issuer's Board of directors that he will continue to serve the Issuer, in the capacity of President and Chief Executive Officer, who beneficially owns, directly or indirectly, or exercises control or direction over 2,520,060 common shares of the Issuer representing approximately 12.5% of the Issuer's issued and outstanding common shares, is the only shareholder of the Issuer who beneficially owns, directly or indirectly, or exercises control or direction over common shares carrying more than 10% of the voting rights attaching to the common shares of the Issuer, common shares being the only class of voting securities of the Issuer.
18. The Issuer is not considering nor is it involved in any discussions related to a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.
19. The Issuer has given the executive director of its principal regulator, the British Columbia Securities Commission (Executive Director) a written undertaking that it will not complete any transaction that would result in a reverse take-over without providing advance written notice of such transaction to the Executive Director.
20. Upon issuance of this revocation order, the Issuer will issue a news release announcing the revocation and concurrently file the news release and 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 Permanent Order;
IT IS ORDERED pursuant to section 144 of the Act that the Permanent Order is revoked.
DATED this 8th day of October, 2013.
"Shannon O'Hearn"
Manager, Corporate Finance
Ontario Securities Commission