Section 144 -- Application for revocation of cease trade order -- issuer subject to cease trade order 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 (the "Act") AND IN THE MATTER OF TUSCANY INTERNATIONAL DRILLING INC.
ORDER (Section 144 of the Act)
WHEREAS the securities of Tuscany International Drilling Inc. (the "Applicant") are subject to a cease trade order dated September 26, 2014 issued by the Director of the Ontario Securities Commission (the "Commission") pursuant to paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act (the "Ontario Cease Trade Order") directing that trading in securities of the Applicant cease until further order by the Director;
AND WHEREAS the Ontario Cease Trade Order was made on the basis that the Applicant was in default of certain filing requirements under Ontario securities law as described in the Ontario Cease Trade Order;
AND WHEREAS additional cease trade orders were issued by the Alberta Securities Commission on September 9, 2014 (the "Alberta Cease Trade Order"), by the British Columbia Securities Commission on September 11, 2014 (the "BC Cease Trade Order"), by The Manitoba Securities Commission on September 11, 2014 (the "Manitoba Cease Trade Order") and by the Autorité des marchés financiers on September 11 and September 26, 2014 (the "AMF Cease Trade Order");
AND WHEREAS the Applicant has applied to the Commission pursuant to section 144 of the Act for a full revocation of the Ontario Cease Trade Order (the "Application");
AND WHEREAS the Applicant has represented to the Commission that:
1. The Applicant was incorporated under the Business Corporations Act (Alberta). Its head office is located at 1950, 140 -- 4th Avenue S.W., Calgary, Alberta, T2P 3N3.
2. The Applicant's authorized share capital consists of an unlimited number of New Common Shares and an unlimited number of Redeemable Shares. As of the date hereof, there are: (i) 1 New Common Share; and (ii) no preference shares outstanding. The Applicant has no other securities, including debt securities, issued and outstanding.
3. The Applicant is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia, Newfoundland and Labrador and Prince Edward Island (the "Reporting Jurisdictions").
4. The Applicant's common shares are not currently listed or quoted on any exchange or market in Canada or elsewhere. The Applicant's common shares were formerly listed on the Toronto Stock Exchange (the "TSX").
5. The Applicant's common shares were delisted from the TSX effective at the close of market on March 12, 2014. The delisting and transfer was imposed due to the failure by the Applicant to meet the continued listing requirements of the TSX.
6. The Ontario Cease Trade Order was issued on September 15, 2014 due to the Applicant's failure to file its interim unaudited financial statements and interim management's discussion and analysis and certificates required to be filed under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109") for the interim period ended June 30, 2014.
7. The Applicant has concurrently applied for revocations of the Alberta Cease Trade Order, the BC Cease Trade Order, the Manitoba Cease Trade Order and the AMF Cease Trade Order.
8. On September 16, 2014, the Applicant applied to the securities regulatory authority or regulator in each of the Reporting Jurisdictions for a decision under the securities legislation of such jurisdiction that the Applicant is not a reporting issuer under such securities legislation (the "Reporting Issuer Exemptive Relief Sought").
9. If the Reporting Issuer Exemptive Relief Sought is granted, the Applicant will no longer be a reporting issuer in any jurisdiction in Canada.
10. The Applicant has paid all outstanding participation fees and filing fees owing to the Commission.
11. The Applicant is not considering, nor is it involved in any discussion relating to, a reverse take-over, amalgamation, merger or other form of combination or transaction similar to the foregoing.
12. The Applicant has not previously been the subject of a cease trade order other than those referred to in this Order.
AND UPON considering the application and the recommendation of the staff of the Commission; and
AND WHEREAS the Director is satisfied that to do so would not be prejudicial to the public interest to revoke the Ontario Cease Trade Order;
IT IS ORDERED, pursuant to section 144 of the Act, that the Ontario Cease Trade Order is fully revoked as of the date on which the Applicant ceases to be a reporting issuer under the Act.
DATED at Toronto on this 7th day of October, 2014.