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 failed to file certain continuous disclosure materials required by Ontario securities law – defaults subsequently remedied by bringing continuous disclosure filings up-to-date – Issuer has provided an undertaking to the Commission that it will not complete (a) a restructuring transaction involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada, (b) a reverse takeover with a reverse takeover acquiror that has a direct or indirect, existing or proposed, material underlying business which is not located in Canada, or (c) a significant acquisition involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada, unless the issuer files a preliminary prospectus and a final prospectus with the Ontario Securities Commission and obtains receipts for the preliminary prospectus and the final prospectus from the Director under the Act.

 

Applicable Legislative Provisions

 

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

(THE "ACT")

 

AND

 

IN THE MATTER OF

ATEBA RESOURCES INC.

 

ORDER

(Section 144 of the Act)

 

WHEREAS the securities of Ateba Resources Inc. (the "Applicant") are subject to a cease trade order dated May 6, 2016, issued by the Director of the Ontario Securities Commission (the "Commission"), pursuant to paragraph 2 of subsection 127(1) and subsection 127(4.1) of the Act (the "Cease Trade Order"), ordering that all trading in the securities of the Applicant, whether direct or indirect, cease until the Cease Trade Order is revoked by the Director;

 

AND WHEREAS the Cease Trade Order was made on the basis that the Applicant was in default of certain filing requirements under the Act, as described in the Cease Trade Order;

 

AND WHEREAS the Applicant has applied to the Commission for a full revocation of the Cease Trade Order (the “Application”) pursuant to Section 144 of the Act;

 

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

 

1.             The Applicant is a corporation formed pursuant to articles of amalgamation under the Business Corporations Act (Ontario) on February 1, 1988. The Applicant’s head office is located at 365 Bay Street, Suite 400, Toronto, Ontario M5H 2V1.

 

2.             The Applicant has been a reporting issuer under the Act since February 1, 1988 and is currently a reporting issuer in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Quebec (collectively, the “Reporting Jurisdictions”) and is not a reporting issuer or equivalent in any other jurisdiction in Canada. The Applicant’s principal regulator is the Commission.

 

3.             The Applicant's authorized capital consists of an unlimited number of common shares (the "Common Shares") and special shares (the “Special Shares”), issuable in series, of which 58,032,581 Common Shares and no Special Shares are issued and outstanding.

 

4.             The Common Shares were delisted from trading on the Canadian Securities Exchange (the “CSE”) on October 26, 2016 for failure to maintain minimum CSE requirements.

 

5.             The Cease Trade Order was issued as a result of the Applicant's failure to file the following continuous disclosure materials within the timeframe stipulated by the applicable legislation:

 

(a)           audited annual financial statements for the year ended December 31, 2015;

 

(b)           management’s discussion and analysis relating to the audited annual financial statements for the year ended December 31, 2015; and

 

(c)           certification of the foregoing filings as required by National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”);

 

(collectively, the “2015 Annual Filings”)

 

6.             Subsequent to the issuance of the Cease Trade Order, the Applicant also failed to file, within the timeframe stipulate by the applicable legislation: (a) interim financial statements, interim management discussion and analysis and certifications required by NI 52-109 for the periods ended March 31, 2016, June 30, 2016 and September 30, 2016 (collectively, the “2016 Interim Filings”); (b) audited annual financial statements, management’s discussion and analysis and certifications required by NI 52-109 for the year ended December 31, 2016 (collectively, the “2016 Annual Filings”); (c) interim financial statements, management’s discussion and analysis and certifications required by NI 52-109 for the periods ended March 31, 2017, June 30, 2017 and September 30, 2017 (collectively, the “2017 Interim Filings”).

 

7.             Since the issuance of the Cease Trade Order, the Applicant has filed the following on the System for Electronic Document Analysis and Retrieval (“SEDAR”): (a) the 2015 Annual Filings; (b) the 2016 Annual Filings; (c) the 2017 Interim Filings; (d) Form 51-102F6V Statement of Executive Compensation (Venture Issuers); and (e) Form 58-101F2 Corporate Governance Disclosure (Venture Issuers).

 

8.             The Applicant is also subject to, as a result of the failure to file the 2015 Annual Filings: a cease trade order dated May 12, 2016 issued by the British Columbia Securities Commission; a cease trade order dated May 9, 2016 issued by the Manitoba Securities Commission; and a cease trade order dated May 24, 2016 issued by the Autorité des marches financiers du Quebec.

 

9.             The Applicant has concurrently applied to the British Columbia Securities Commission, the Manitoba Securities Commission and the Autorité des marches financiers du Quebec for a full revocation of the cease trade order issued in each respective jurisdiction.

 

10.          The Applicant is not in default of the Cease Trade Order or any cease trade order issued in any of the Reporting Jurisdictions.

 

11.          The Applicant has paid all outstanding participation fees, filing fees and late fees owing and has filed all forms associated with such payments in each Reporting Jurisdiction.

 

12.          The Applicant’s SEDAR and System for Electronic Disclosure by Insiders profiles are up-to-date.

 

13.          Other than the failure to file the 2015 Annual Filings, 2016 Interim Filings, 2016 Annual Filings and 2017 Interim Filings, the Applicant is not in default of any of the requirements of the Act or the rules and regulations made pursuant thereto.

 

14.          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.

 

15.          The Applicant has provided the Commission with a written undertaking (the “Undertaking”) that:

 

(a)           the Applicant will hold an annual meeting of shareholders within three months after the date on which the Cease Trade Order is revoked; and

 

(b)           the Applicant will not complete

 

i.              a restructuring transaction involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada,

 

ii.             a reverse takeover with a reverse takeover acquirer that has a direct or indirect, existing or proposed, material underlying business which is not located in Canada, or

 

iii.            a significant acquisition involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada,

 

unless

 

i.              the Issuer files a preliminary prospectus and a final prospectus with the Ontario Securities Commission and obtains receipts for the preliminary prospectus and the final prospectus from the Director under the Securities Act (Ontario),

 

ii.             the Issuer files or delivers with the preliminary prospectus and the final prospectus the documents required by Part 9 of National Instrument 41-101 General Prospectus Requirements (“NI 41-101”) including a completed personal information form and authorization in the form set out in Appendix A of NI 41-101 for each current and incoming director, executive officer and promoter of the Issuer, and

 

iii.            the preliminary prospectus and final prospectus contain the information required by applicable securities legislation, including the information required for a probable restructuring transaction, reverse takeover or significant acquisition (as applicable).

 

16.          Upon revocation of the Cease Trade Order, the Applicant will issue a news release and concurrently file a material change report on SEDAR announcing the revocation of the Cease Trade Order and describing the Undertaking.

 

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 fully revoke the Cease Trade Order;

 

IT IS ORDERED, pursuant to section 144 of the Act, that the Cease Trade Order be and is hereby fully revoked.

 

DATED at Toronto this 1st day of February, 2018.

 

“Michael Balter”

Manager, Corporate Finance

Ontario Securities Commission