Section 144(1) -- Application to vary a cease trade order -- cease trade order varied to permit applicants, 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 and 144.
IN THE MATTER OF THE SECURITIES ACT R.S.O. 1990, C. S.5, AS AMENDED (THE "ACT") AND IN THE MATTER OF GEOGLOBAL RESOURCES INC. AND VITO MENDONCA AND TEREZA MENDONCA
ORDER (Section 144(1) of the Act)
WHEREAS the securities of GeoGlobal Resources Inc. (the "Issuer") are subject to a temporary cease trade order issued by the Director on April 23, 2013 pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, as extended by a further cease trade order issued by the Director on May 6, 2013 pursuant to paragraph 2 of subsection 127(1) of the Act (the "Cease Trade Order"), directing that all trading in securities of the Issuer, whether direct or indirect, cease until further order by the Director;
AND WHEREAS a cease trade order with respect to the Issuer's securities was also issued by the Alberta Securities Commission on April 18, 2013, the British Columbia Securities Commission on April 19, 2013 and the Autorité des marchés financiers on May 8, 2013;
AND WHEREAS the Issuer's securities are not listed on and do not trade on any exchange in Canada;
AND WHEREAS as of October 2, 2015, the Issuer's securities trade on the OTC Pink Marketplace;
AND WHEREAS Vito Mendonca and Tereza Mendonca (the "Applicants") have made an application to the Commission pursuant to section 144(1) of the Act to vary the Cease Trade Order;
AND WHEREAS the Applicants have represented that:
1. The Applicants own 57,589 common shares of the Issuer ("Shares"), all of which were purchased with the Applicants own funds prior to January 1, 2013, when the Shares were trading on the NYSE MKT.
2. Neither of the Applicants:
a. are, or have ever been, insiders or control persons of the Issuer;
b. are, or have ever been, employed by or in any way affiliated with the Issuer;
c. have, or has ever had, any other relationship or association with the Issuer; and
d. are, or have ever been acting in concert with an insider of the Issuer.
AND UPON the Director being satisfied that:
a) the terms and conditions to the Cease Trade Order put the Applicants at a disadvantage to certain shareholders who are free to trade their shares on the OTC Pink Marketplace; and
b) it is not prejudicial to the public interest to vary the Cease Trade Order under section 144(1) of the Act;
IT IS ORDERED that, pursuant to section 144(1) of the Act, the Cease Trade Order be varied by including the following section:
Despite this order, Vito Mendonca and Tereza Mendonca., who are not, and were not at the date of this order, an insider or control person of GeoGlobal Resources Inc., may sell securities of GeoGlobal Resources Inc. acquired before the date of this order, if:
1 the sale is made through a market outside of Canada; and
2. the sale is made through an investment dealer registered in Ontario.
DATED this 8th day of October, 2015.