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.
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, CHAPTER S.5, AS AMENDED (the Act) AND IN THE MATTER OF EUROPEAN FERRO METALS LTD.
ORDER (Section 144)
WHEREAS the securities of EUROPEAN FERRO METALS LTD. (the Issuer) are subject to a cease trade order made by the Director dated September 28, 2015 (the Cease Trade Order) pursuant to subsections 127(1) and 127(5) of the Act, directing that all trading in the securities of the Issuer cease until the Cease Trade Order is revoked by the Director;
AND WHEREAS the Cease Trade Order was made on the basis that the Issuer was in default of certain filing requirements under Ontario securities law as described in the Cease Trade Order and outlined below;
AND WHEREAS the Issuer has made an application to the Ontario Securities Commission (the Commission) for revocation of the Cease Trade Order pursuant to section 144 of the Act (the Revocation Order);
AND UPON the Issuer having represented to the Commission that:
1. The Issuer was incorporated under the Business Corporations Act (British Columbia) on December 31, 2013. The Issuer's registered and records office is located at Suite 700, 595 Burrard Street, PO Box 49290, Vancouver, British Columbia, V7X 1S8.
2. The Issuer is a reporting issuer in British Columbia, Alberta and Ontario (the Reporting Jurisdictions) and is not a reporting issuer in any other jurisdiction. The British Columbia Securities Commission (the BCSC) is the principal regulator of the Issuer.
3. The Issuer's authorized capital structure consists of an unlimited number of common shares (Common Shares) without par value of which 8,610,000 Common Shares are issued and outstanding. Other than the Common Shares, the Issuer has no other securities issued and outstanding.
4. The Common Shares of the Issuer, which traded under the symbol EFM, were delisted from trading on the Canadian Securities Exchange (the CSE) effective April 12, 2016.
5. The Common Shares are not listed on any other exchange, marketplace or facility.
6. The Commission made the decision that trading cease in respect of the securities of the Issuer because the Issuer failed to file the following continuous disclosure materials as required by Ontario securities law:
(a) interim financial statements for the six month period ended June 30, 2015 (the June Interim Statements);
(b) management's discussion and analysis relating to the interim financial statements for the six month period ended June 30, 2015 (the June MD&A); and
(c) certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (the NI 52-109 Certificates).
7. A temporary cease trade was made by the Director on September 16, 2015, which order was then subsequently extended on September 28, 2015 until further order of the Director.
8. The Issuer was also subject to a similar cease trade order issued by the BCSC as a result of its failure to file the June Interim Statements, the June MD&A and the NI 52-109 Certificates. The BCSC's cease trade order was revoked on December 1, 2015.
9. The Issuer is subject to a reciprocal cease trade order issued by the Alberta Securities Commission.
10. Since November 30, 2015, the Issuer has filed the following documents with the Reporting Jurisdictions:
(a) the June Interim Statements;
(b) the June MD&A;
(c) the NI 52-109 Certificates;
(d) the interim financial statements for the nine month period ended September 30, 2015;
(e) management's discussion and analysis relating to the interim financial statements for the nine month period ended September 30, 2015;
(f) the certification of the foregoing interim filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109);
(g) annual financial statements for the year ended December 31, 2015;
(h) management's discussion and analysis relating to the financial statements for the year ended December 31, 2015; and
(i) the certification of the foregoing annual filings as required by NI 52-109.
11. Since the issuance of the Cease Trade Order, there have been no material undisclosed changes in the business, operations or affairs of the Issuer.
12. The Issuer has paid all outstanding fees required to be paid to the Commission.
13. The Issuer's SEDAR profile and SEDI issuer profile supplement are current and accurate.
14. The Issuer has not contravened the Cease Trade Order.
15. The Issuer is (i) up to date with all of its other continuous disclosure obligations; (ii) not in default of any of its obligations under the Cease Trade Order; and (iii) not in default of any requirement under the Act or the rules and regulations made pursuant thereto, except that it has not held its annual general shareholders meeting for 2015.
16. The Issuer undertakes, in accordance with Section 3.1(5) of National Policy 12-202 Revocation of a Compliance-Related Cease Trade Order, to hold an annual meeting of its shareholders within three months of the date on which the Cease Trade Order is revoked.
17. The Issuer's current directors and officers are Karl Antonius, President, Chief Executive Officer and director; Dennis Mee, Chief Financial Officer and director; and Jon Sherron, director.
18. Susan Downing beneficially owns, and exercises control or direction over, 1,920,000 Common Shares of the Issuer, representing 22.3% of the Issuer's issued and outstanding shares. To the knowledge of the directors and officers of the Issuer, no other shareholder of the Issuer 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.
19. 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 thereto.
20. Upon issuance of the Revocation Order, the Issuer will issue a news release announcing the revocation of the Cease Trade Order and will concurrently file the news release and a material change report regarding the revocation of the Cease Trade Order on SEDAR.
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON the Director being satisfied that is would not be prejudicial to the public interest to revoke the Cease Trade Order.
IT IS ORDERED pursuant to section 144 of the Act that the Cease Trade Order is revoked.
DATED at Toronto this 4th day of May, 2016.