Securities Law & Instruments

Headnote

Section 144(1) -- Application to vary a cease trade order -- cease trade order varied to permit beneficial shareholders, who are not insiders or control persons, to sell securities outside of Canada, subject to conditions.

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
(THE "ACT")

AND

IN THE MATTER OF
CIC CAPITAL LTD.
(formerly CIC Mining Resources Ltd.)

ORDER
(Section 144(1))

WHEREAS the securities of CIC Capital Ltd., formerly CIC Mining Resources Ltd. (the Applicant), are subject to a cease trade order issued by a Director of the Ontario Securities Commission (the Commission) on June 24, 2011 (the CTO);

AND WHEREAS the Applicant has applied to the Commission pursuant to section 144(1) of the Act for a variation of the Order (the Application) to allow a beneficial shareholder of the Company, who is not, and was not at the date of the CTO, an insider or control person of the Company, to sell securities of the Company, subject to certain conditions;

AND WHEREAS the Applicant has represented to the Commission that:

1. The Applicant was incorporated on June 20, 2003 under the Canada Business Corporations Act.

2. The Applicant is a reporting issuer under the securities legislation (the Legislation) of the provinces of British Columbia, Ontario and Alberta.

3. The CTO was issued due to the failure of the Applicant to file with the Commission its financial statements, MD&A and filing certifications by the CEO and CFO for the period ended January 31, 2011.

4. The Applicant is subject to cease trade orders issued by the British Columbia Securities Commission on June 7, 2011 and by the Alberta Securities Commission on September 26, 2011, all relating to the failure of the Applicant to file its financial statements for the period ended January 31, 2011.

5. There are no securities of the Applicant listed or posted for trading on any stock exchange or market in Canada. The Applicant voluntarily delisted its securities from the CNSX on June 24, 2011.

6. The Applicant's securities continue to be listed for trading on the Alternative Investment Market of the London Stock Exchange (AIM).

AND UPON the Commission being satisfied that:

a) the terms and conditions to the CTO put Canadian shareholders at a disadvantage relative to non-Canadian shareholders who are free to trade their shares on either of the AIM; and

b) it is not prejudicial to the public interest to vary the CTO pursuant to subsection 144(1) of the Act.

IT IS ORDERED that, pursuant to subsection 144(1) of the Act, the CTO be varied by including the following paragraph:

DESPITE THIS ORDER, a beneficial shareholder of CIC Capital Ltd. (formerly CIC Mining Resources Ltd.) who is not, and was not at the date of this order, an insider or control person of CIC Capital Ltd., may sell securities of CIC Capital Ltd. acquired before the date of this order, if:

1. the sale is made through the foreign organized regulated market; and

2. the sale is made through an investment dealer registered in Ontario;

DATED this 22nd day of November, 2013.

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