Securities Law & Instruments


Headnote

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.

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
MINERA IRL LIMITED

ORDER
(Section 144)

                WHEREAS the securities of Minera IRL Limited (the “Applicant”) are subject to a cease trade order dated October 28, 2015 issued by the Deputy Director, Corporate Finance Branch of the Ontario Securities Commission (the “Commission”), pursuant to paragraph 2 of subsection 127(1) of the Act (the “Ontario Cease Trade Order”), ordering that all trading in the securities of the Applicant, whether direct or indirect, 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 the Applicant has applied to the Commission for a full revocation of the Ontario Cease Trade Order (the “Application”) pursuant to section 127(4.3) of the Act;

                AND UPON the Applicant having represented to the Commission as follows:

1.             The Applicant was incorporated in the Cayman Islands on August 27, 2003 as “Goldmin Holdings”. On October 20, 2006, the Applicant applied to the Jersey Registrar of Companies for continuance as a company incorporated under the Jersey Companies Law. On October 25, 2006, the Applicant was continued under the Jersey Companies Law and de-registered as a Cayman Islands company. The Applicant is currently a public company incorporated under the Jersey Companies Law, under the name “Minera IRL Limited” registration number 94923. The Applicant’s head office is located in Lima, Peru, and its registered office is located in St. Helier, Jersey.

2.             The Applicant is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Bruns-wick, Nova Scotia, Prince Edward Island and Newfoundland (collectively, the “Reporting Jurisdictions”) and is not a reporting issuer under the securities legislation of any other jurisdiction in Canada. The Applicant’s principal regulator is the Commission.

3.             The authorized capital of the Applicant consists of an unlimited number of ordinary shares without par value (each, an “Ordinary Share” and collectively, as a class, the “Ordinary Shares”). As of June 1, 2016, the Applicant had 231,135,028 Ordinary Shares issued and outstanding. In addition to its Ordinary Shares, the Applicant has 30,570,000 stock options outstanding, of which 4,570,000 options were issued for the benefit of directors, officers and employees of the Applicant and 26,000,000 were issued for the benefit of Macquarie Bank in connection with the one year extension of a Macquarie Bank financing facility. In addition the Applicant has agreed to issue, subject to regulatory approval, an additional 11,556,751 options to Inversiones y Asesoria Sherpa S.C.R.L. in connection with a bridge loan from Corporacion Financiera de Desarrollo S.A.

4.             The Ordinary Shares are listed for trading on the Bolsa de Valores de Lima S.A. (in English, the Lima Stock Exchange, also referred to as “BVL”) (BVL:MIRL). The securities of the Applicant are not listed or traded on any other stock exchange or market in Canada or elsewhere.

5.             On September 18, 2015, the BVL suspended trading in the Applicant’s Ordinary Shares. On September 21, 2015, the TSX and the AIM market of the London Stock Exchange (“AIM”) suspended trading of the Ordinary Shares due to the Applicant’s failure to comply with continuous disclosure requirements. In October of 2015, after the TSX had commenced a 30 day delisting review, the Applicant applied to voluntarily delist its Ordinary Shares from the TSX. The TSX delisted the Applicant’s Ordinary Shares effective at the close of trading on November 11, 2015. On March 3, 2016, the Applicant’s Nominated Advisor (NOMAD) on AIM gave notice of the termination of its Nominated Advisor and Broker Agreement and the Applicant’s Ordinary Shares were delisted from AIM effective at 7:00 a.m. GMT on March 22, 2016.

6.             The Ontario Cease Trade Order was issued as a result of the Applicant’s failure to file with the Commission its interim financial statements for the six-month period ended June 30, 2015 and its management discussion and analysis relating to the interim financial statements for the six-month period ended June 30, 2015 (collectively, the “Required Filings”).

7.             The Applicant is also subject to a cease trade order issued by the British Columbia Securities Commission on October 16, 2015 due to the failure of the Applicant to file the Required Filing (the “British Columbia Cease Trade Order”).

8.             Since the issuance of the Ontario Cease Trade Order, there have been no material changes in the business, operations or capital of the Applicant which have not been disclosed by the Applicant via news release and material change report and filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”).

9.             As of May 9, 2016, the Applicant had filed the Required Filings on SEDAR.

10.          The Applicant has paid all outstanding participation fees, filing fees and late fees owing to the Commission, the British Columbia Securities Commission, the Alberta Securities Commission, the Securities Division of the Financial and Consumer Affairs Authority in Saskatchewan, the Manitoba Securities Commission, the Financial and Consumer Services Commission in New Brunswick, the Nova Scotia Securities Commission, the Prince Edward Island Office of the Superintendent of Securities and Service NL in Newfoundland.

11.          The Applicant’s SEDAR and SEDI profiles are up to date.

12.          Other than the Ontario Cease Trade Order and the British Columbia Cease Trade Order, 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.

13.          The Applicant held an Annual General Meeting of Shareholders on November 30, 2016.

14.          Upon the issuance of this revocation order, the Applicant will issue a news release and file a material change report on SEDAR to announce the revocation of the Ontario Cease Trade Order.

                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, Ontario on this 19th day of January, 2017.

“Jo-Anne Matear”
Manager, Corporate Finance
Ontario Securities Commission