Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Application for an order that the issuer is not a reporting issuer under applicable securities laws -- Requested relief granted.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).

Translation

March 20, 2009

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

QUÉBEC, ONTARIO, SASKATCHEWAN

AND ALBERTA

(the "Jurisdictions")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

CRESO RESOURCES INC.

(the "Filer")

 

DECISION

Background

The securities regulatory authority or the regulator in the Jurisdictions (the "Decision Maker") has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the "Legislation") that the Filer is not a reporting issuer (the "Requested Exemptive Relief").

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):

(a) the Autorité des marchés financiers is the principal regulator for this application, and

(b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.

Interpretation

Terms defined in Regulation 14-101 respecting Definitions (elsewhere, National Instrument 14-101 Definitions) have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer was constituted under the Canada Business Corporations Act on February 2, 2005, under the name Creso Resources Inc. / Ressources Creso inc.

2. The head office of the Filer is located at 630 René-Lévesque Boulevard West, Suite 2930, Montréal, Québec H3B 1S6.

3. In connection with its initial public offering (the "Placement"), the Filer filed, on April 29, 2008, a final prospectus (the "Prospectus") with the securities authorities of Québec, Ontario, Saskatchewan, Alberta and British Columbia.

4. Upon obtaining a receipt for the Prospectus, issued on April 29, 2008, the Filer became a reporting issuer in Québec, Ontario, Saskatchewan, Alberta and British Columbia.

5. The Filer has discontinued the Placement, it has not distributed and has no intention to distribute its securities under the Prospectus.

6. The Filer currently has the same security holders as it had prior to filing the Prospectus.

7. The Filer is authorized to issue an unlimited number of common shares without par value, of which 32,425,014 are currently issued and outstanding.

8. No trading in the securities of the Filer has occurred since it filed the Prospectus, except for (i) the exercise of 100,000 stock options by David Horlington; and (ii) the exercise of 250,000 warrants by Blackmont Capital Inc.

9. On July 14, 2008, the Filer filed a notice in British Columbia pursuant to the provisions of British Columbia Instrument 11-502, Voluntary Surrender of Reporting Issuer Status to cease to be a reporting issuer in British Columbia. The Filer ceased to be a reporting issuer in British Columbia on July 25, 2008.

10. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada and by less than 51 security holders in total in Canada.

11. No securities of the Filer are traded on a marketplace as defined in Regulation 21-101 respecting Marketplace Operation (elsewhere, National Instrument 21-101 Marketplace Operation).

12. The Filer is applying for a decision that it is not a reporting issuer in all the jurisdictions in Canada in which it is currently a reporting issuer.

13. The Filer is not in default of any of its obligations under the Legislation as a reporting issuer, except for the following obligations:

(a) to file an issuer profile supplement in SEDI format under National Instrument 55-102, System for Electronic Disclosure by Insiders (SEDI);

(b) to file the interim financial statements and the related management's discussion and analysis for the three-month periods ended June 30, 2008 and September 30, 2008, required pursuant to sections 4.3, 4.4 and 5.1 of Regulation 51-102 respecting Continuous Disclosure Obligations (elsewhere, National Instrument 51-102 Continuous Disclosure Obligations);

(c) to file the interim certificates for the three-month periods ended June 30, 2008 and September 30, 2008, required pursuant to Part 3 of Regulation 52-109 respecting Certification of Disclosure in Issuers' Annual and Interim Filings (elsewhere, Multilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings).

Decision

Each of the Decision Makers is satisfied that the exemptive relief application meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Requested Exemptive Relief is granted.

"Josée Deslauriers"
Director, Investment Funds and Continuous Disclosure
Autorité des marchés financiers