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, CHAPTER S.5, AS AMENDED
IN THE MATTER OF
NORTHERN LIGHTS RESOURCES CORP.
(Section 144 of the Act)
WHEREAS the securities of Northern Lights Resources Corp. (the Applicant) are subject to a cease trade order dated September 12, 2013, 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, and as extended by a further cease trade order issued by the Director on September 24, 2014 pursuant to paragraph 2 of subsection 127(1) of the Act (the Ontario Cease Trade Order), directing 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 under section 144 of the Act for a full revocation of the Ontario Cease Trade Order;
AND UPON the Applicant having represented to the Commission that:
1. The Applicant was incorporated on March 28, 2007 under the Business Corporations Act (British Columbia) under the name “Northern Lights Uranium Corp.” On April 22, 2008, the Applicant changed its name to “Northern Lights Resources Corp.”.
2. The Applicant’s head office is located at 1000 – 355 Burrard Street, Vancouver, British Columbia, V6C 2G8.
3. The Applicant is a reporting issuer under the securities legislation of the provinces of British Columbia, Alberta, and Ontario (the Reporting Jurisdictions). The Applicant is not a reporting issuer in any other jurisdiction in Canada. The Applicant’s principal regulator is the British Columbia Securities Commission (the BCSC).
4. The Applicant’s authorized share capital consists of an unlimited number of common shares without nominal or par value (the Common Shares). As of the date hereof, there are 26,437,152 Common Shares are issued and outstanding.
5. The Applicant has no other securities, including debt securities, issued and outstanding.
6. The Common Shares were delisted from the Canadian Securities Exchange on January 22, 2014. The Common Shares have not been, and are not currently listed on any other exchange or market in Canada or elsewhere.
7. The Ontario Cease Trade Order was issued as a result of the Applicant’s failure to file its annual audited financial statements, accompanying management's discussion and analysis (MD&A) and related certifications as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109 Certificates) for the fiscal year ended April 30, 2013 (collectively, the 2013 Annual Filings).
8. The Applicant is also subject to a cease trade order issued by the BCSC dated September 10, 2013 (the BC Cease Trade Order) and a cease trade order issued by the Alberta Securities Commission (the ASC) dated December 10, 2014 (the Alberta Cease Trade Order) (collectively with the Ontario Cease Trade Order, the Cease Trade Orders);
9. The Applicant has concurrently applied to the BCSC for a full revocation of the BC Cease Trade Order; and has concurrently applied to the ASC for a full revocation of the Alberta Cease Trade Order.
10. Subsequent to the issuance of the Ontario Cease Trade Order, the Applicant failed to file in the Reporting Jurisdictions the following continuous disclosure documents within the prescribed time-frame in accordance with the requirements of applicable securities laws:
(i) all audited annual financial statements, accompanying MD&A and related NI 52-109 Certificates for the financial years ended April 30, 2014 to April 30, 2017;
(ii) all unaudited interim financial statements, accompanying MD&A and related NI 52-109 Certificates for interim periods ended July 31, 2013 through July 31, 2017; and
(iii) the statements of executive compen-sation for the financial years ended April 30, 2014 to April 30, 2017.
11. Since the issuance of the Ontario Cease Trade Order, the Applicant has filed in the Reporting Jurisdictions:
(i) the 2013 Annual Filings;
(ii) the audited annual financial statements, accompanying MD&A and related NI 52-109 Certificates for the financial years ended April 30, 2014, 2015, 2016 and 2017;
(iii) the unaudited interim financial state-ments, accompanying MD&A and related NI 52-109 Certificates for the three months ended July 31, 2017; and
(iv) the statements of executive compen-sation for the financial years ended April 30, 2016 and 2017.
12. The Applicant has not filed the unaudited interim financial statements, accompanying MD&A, related NI 52-109 Certificates for the interim periods ended July 31, 2013 to January 31, 2017 and statements of executive compensation for the years ended April 30, 2014 and 2015 (collectively, the Outstanding Filings) and has requested the Commission to exercise its discretion in accordance with section 6 of National Policy 12-202 – Revocation of Certain Cease Trade Orders and elect not to require the Applicant to file the Outstanding Filings.
13. Except for the Outstanding Filings, the Applicant is (i) up-to-date with all of its continuous disclosure obligations; (ii) 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 Cease Trade Orders; and (iii) not in default of any of its obligations under the Cease Trade Orders.
14. The Applicant’s issuer profile on the System for Electronic Document Analysis and Retrieval (SEDAR) and issuer profile supplement on the System for Electronic Disclosure by Insiders (SEDI) are current and accurate.
15. As of the date hereof, the Applicant has paid all outstanding activity, participation and late filing fees that are required to be paid to the Commission and has filed all forms associated with such payments.
16. 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.
17. 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.
18. 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.
19. Upon the issuance of this revocation order and concurrent revocation orders from the ASC and BCSC, the Applicant will issue a news release announcing the revocation of the Cease Trade Orders and concurrently file the news release and a related material change report 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 revoked.
DATED at Toronto, Ontario on this 09th day of November, 2017.
Deputy Director, Corporate Finance
Ontario Securities Commission