Application by an issuer for a revocation of a cease trade order issued by the Commission – cease trade order issued because the issuer 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., s. 144.
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
IN THE MATTER OF
HI HO SILVER RESOURCES INC.
WHEREAS the securities of Hi Ho Silver Resources Inc. (the Applicant) are subject to a cease trade order made by the Director dated December 30, 2015 (the Ontario Cease Trade Order) under paragraph 2 of subsection 127(1) and subsection 127(5) of the Securities Act (Ontario) (the Act), directing that all trading in the securities of the Applicant 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 Ontario Securities Commission (the Commission) under 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 formed on April 7, 2005 under the Canada Business Corporations Act.
2. The Applicant's head office is located at Suite 201 – 1090 West Pender Street, Vancouver, British Columbia, V6E 2N7.
3. The Applicant is a reporting issuer under the securities legislation of the provinces of British Columbia, Alberta and Ontario (Reporting Juris-dictions) and is not a reporting issuer in any other jurisdiction.
4. The Applicant's authorized share capital consists of an unlimited number of common shares (the Common Shares). As of the date hereof there are 169,927,727 Common Shares issued and out-standing.
5. The Applicant does not have any outstanding debt securities.
6. The Applicant is also subject to a cease trade order issued by the British Columbia Securities Commission dated December 11, 2015 (the BC Cease Trade Order) (together with the Ontario Cease Trade Order, the Cease Trade Orders). The Applicant has concurrently applied for revocation of the BC Cease Trade Order. The Alberta Securities Commission has not issued a cease trade order against the Applicant.
7. The Applicant's common shares were listed on the Canadian Securities Exchange (the CSE) on August 31, 2006 and subsequently suspended and halted by the CSE on February 4, 2016. The Applicant’s common shares are not listed on any other exchange or market in Canada or elsewhere.
8. The Cease Trade Orders were issued as a result of the Applicant's failure to file its audited annual financial statements and related management discussion and analysis (MD&A) for the year ended July 31, 2015 within the prescribed timeframe as required under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102).
9. The Applicant subsequently failed to file other continuous disclosure documents with the Commission within the prescribed timeframe in accordance with the requirements of securities law, including its interim financial statements, related MD&A and certificates as required under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109) for the periods ended October 31, 2015, January 31, 2016 and April 30, 2016.
10. Since the issuance of the Cease Trade Orders, the Applicant has filed, the following continuous disclosure documents with the Reporting Juris-dictions:
a. audited annual financial statements, MD&A and NI 52-109 certificates for the year ended July 31, 2015;
b. interim financial statements, MD&A and NI 52-109 certificates for the 3 month period ended October 31, 2015;
c. interim financial statements, MD&A and NI 52-109 certificates for the 6 month period ended January 31, 2016; and
d. interim financial statements, MD&A and NI 52-109 certificates for the 9 month period ended April 30, 2016.
11. The Applicant has paid all outstanding filing fees, participation fees and late filing fees that are required to be paid to the Commission and has filed all forms associated with such payments.
12. The Applicant (i) is up-to-date with all of its other continuous disclosure obligations; (ii) is not in default of any of its obligations under the Ontario Cease Trade Order; and (iii) is not in default of any requirements under the Act or the rules and regulations made pursuant thereto.
13. Since the issuance of the Cease Trade Orders, there have not been any material changes in the business, operations or affairs of the Applicant that have not been disclosed to the public.
14. As of the date hereof, the Applicant's profiles on the System for Electronic document Analysis and Retrieval (SEDAR) and the System for Electronic Disclosure by Insiders (SEDI) are current and accurate.
15. The Applicant 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 to any of the foregoing.
16. The Applicant has given the Commission a written undertaking that the Applicant will hold an annual meeting of shareholders within three months after the date on which the Ontario Cease Trade Order is revoked.
17. Upon the issuance of this revocation order, the Applicant will issue a news release announcing the revocation of the Ontario Cease Trade Order. The Applicant will concurrently file the news release and a material change report regarding the revocation of the Ontario 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 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 hereby revoked.
DATED at Toronto this 4th day of August, 2016
Acting Manager, Corporate Finance