Section 144 -- Application by an issuer for a full 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, c. S.5, AS AMENDED (the "Act") AND IN THE MATTER OF TANTALEX RESOURCES CORPORATION
ORDER (Section 144 of the Act)
WHEREAS the securities of Tantalex Resources Corporation (the "Applicant") are subject to a temporary cease trade order dated July 11, 2014 issued by the Director of the Ontario Securities Commission (the "Commission") pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, as extended by a further cease trade order dated July 23, 2014 made by the Director, pursuant to paragraph 2 of subsection 127(1) of the Act (collectively, the "Ontario Cease Trade Order"), ordering that all trading in the securities of the Applicant, whether direct or indirect, cease until the Ontario Cease Trade Order is revoked 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 the Applicant has applied to the Commission pursuant to section 144 of the Act to revoke the Ontario Cease Trade Order;
AND UPON the Applicant having represented to the Commission that:
1. The Applicant was incorporated under the laws of British Columbia on September 28, 2009.
2. The Applicant's registered office is located in Vancouver, British Columbia. The Applicant's principal regulator is the British Columbia Securities Commission ("BCSC").
3. The Applicant is a mining exploration and development company engaged in the acquisition, exploration and development of Tantalum and Niobium properties in Africa.
4. The Applicant is a reporting issuer in the provinces of Ontario, British Columbia and Alberta (collectively, the "Reporting Jurisdictions"). The Applicant is not a reporting issuer in any other jurisdiction in Canada.
5. The Applicant's authorized capital consists of an unlimited number of common shares (the "Common Shares"). As at the date hereof, there were 39,828,443 Common Shares issued and outstanding.
6. Other than (i) outstanding incentive stock options exercisable for an aggregate of 2,405,198 Common Shares; (ii) outstanding warrants to purchase an aggregate of 9,848,963 Common Shares; (iii) outstanding convertible debentures convertible into an aggregate of 4,500,000 Common Shares; and (iv) 2,140,341 Common Shares pursuant to contractual arrangements, no Common Shares are reserved for issuance pursuant to outstanding convertible securities.
7. Other than the Common Shares, the Applicant has no securities (including debt securities) issued and outstanding.
8. The Ontario Cease Trade Order was issued against the Applicant for failure to file its audited annual financial statements, as well as the corresponding management's discussion and analysis ("MD&A") and certifications of annual filings as required by National Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109") for the fiscal year ended February 28, 2014 (collectively, the "Annual Filings").
9. The Applicant is also subject to (i) a cease trade order dated July 8, 2014 (the "BC Cease Trade Order") issued by the BCSC as a result of its failure to file its audited annual financial statements and the corresponding MD&A for the fiscal year ended February 28, 2014, and (ii) a cease trade order dated October 7, 2014 (the "Alberta Cease Trade Order") issued by the Alberta Securities Commission (the "ASC") for failure to file the Annual Filings and its interim financial statements, the related MD&A and certifications of interim filings as required by NI 52-109 for the period ended May 31, 2014. The Applicant has concurrently applied to the BCSC and the ASC for revocation of the BC Cease Trade Order and the Alberta Cease Trade Order.
10. Since the issuance of the Ontario Cease Trade Order, the Applicant has filed the following continuous disclosure documents with the Reporting Jurisdictions on March 16, 2015:
(i) Form 13-502F1 -- Class 1 Reporting Issuer -- Participation Fee for the year ended February 28, 2014;
(ii) the Annual Filings;
(iii) the unaudited interim financial statements, MD&A and NI 52-109 certificates of the Applicant for the period ended May 31, 2014;
(iv) the unaudited interim financial statements, MD&A and NI 52-109 certificates of the Applicant for the period ended August 31, 2014; and
(v) the unaudited interim financial statements, MD&A and NI 52-109 certificates of the Applicant for the period ended November 30, 2014.
11. The Applicant's Common Shares are listed for trading on the Canadian Securities Exchange under the symbol "TTX" but trading in such securities was halted because of the Ontario Cease Trade Order and the BC Cease Trade Order. The Applicant's securities are not listed or quoted on any other exchange or market in Canada or elsewhere, other than the Frankfurt Stock Exchange under the symbol "1T0".
12. As of the date hereof, the Applicant has paid all outstanding activity, participation and late filing fees that are required to be paid.
13. The Applicant is not in default of any requirements under applicable securities legislation or the rules and regulations made pursuant thereto in any of the Reporting Jurisdictions, except for the existence of the Ontario Cease Trade Order, the BC Cease Trade Order and the Alberta Cease Trade Order (collectively, the "Cease Trade Orders").
14. Since the issuance of the Cease Trade Orders, there have been no material changes in the business, operations or affairs of the Applicant which have not been disclosed by the Applicant via news release and/or material change report and filed on SEDAR.
15. The Applicant has filed all outstanding continuous disclosure documents that are required to be filed in the Reporting Jurisdictions and is up-to-date with all of its continuous disclosure obligations.
16. Other than the Cease Trade Orders, the Applicant has not previously been subject to a cease trade order issued by any securities regulatory authority.
17. The Applicant 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 Applicant intends to hold an annual meeting of shareholders within 90 days of the revocation of the Cease Trade Orders and will prepare a management information circular which will be mailed to shareholders and filed on SEDAR in accordance with Form 51-102F5.
19. The Applicant's SEDAR issuer profile and SEDI issuer profile supplement are current and accurate.
20. Upon the revocation of the Cease Trade Orders, the Applicant will issue a news release and concurrently file a material change report on SEDAR announcing the revocation of the Cease Trade Orders.
AND UPON considering the application and the recommendation of the staff of the Commission; and
AND UPON the Director being satisfied that it 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 revoked.
DATED at Toronto this 18th day of March, 2015.