Securities Law & Instruments

Headnote

Application by an issuer for an order revoking a cease trade order made by the Commission - cease trade order issued as a result of the issuer's failure to file certain continuous disclosure documents required by Ontario securities law - defaults subsequently remedied by bringing continuous disclosure filings up-to-date - cease trade order revoked.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED

(THE "ACT")

AND

IN THE MATTER OF

CIC MINING RESOURCES LTD.

 

ORDER

(Section 144)

WHEREAS a Director of the Ontario Securities Commission (the Commission) issued a temporary cease trade order dated January 12, 2009 under section 127 of the Act, as extended by an order dated January 23, 2009 (together, the Current Cease Trade Order) directing that all trading in the securities of CIC Mining Resources Ltd. (the Applicant) cease until further order by the Director;

AND WHEREAS the Applicant has applied to the Commission for an order pursuant to section 144 of the Act revoking the Current Cease Trade Order;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was incorporated under the Canada Business Corporations Act on June 20, 2003.

2. The Applicant is a royalty investment company whose strategy is to acquire royalty interests in the natural resource and energy sectors.

3. The Applicant is a reporting issuer in Alberta, British Columbia and Ontario. The Applicant is not a reporting issuer in any other jurisdiction in Canada.

4. British Columbia is the principal regulator of the Applicant.

5. As at the date hereof, the authorized capital of the Applicant consists of an unlimited number of common shares and an unlimited number of preferred shares, of which 108,545,322 common shares and no preferred shares are issued and outstanding.

6. The common shares of the Applicant are listed and posted for trading on the Canadian National Stock Exchange. There are no securities of the Applicant currently listed or posted for trading or quoted on any other exchange or market in Canada.

7. The Applicant has been subject to a prior cease trade order issued by the Commission on February 6, 2007 (the Prior Cease Trade Order) directing that all trading in the securities of the Applicant cease until further order by the Director.

8. The Prior Cease Trade Order was issued as a result of the Applicant's failure to file certain continuous disclosure materials in the form and with the content required by Ontario securities law.

9. On March 27, 2007 and April 2, 2007, the Applicant filed or re-filed with the Commission the foregoing continuous disclosure materials in the form and with the content required by Ontario securities law.

10. On April 11, 2007, the Commission issued a full revocation of the Prior Cease Trade Order.

11. The Current Cease Trade Order was issued due to the Applicant's failure to file, in accordance with the requirements of Ontario securities law, the interim financial statements and the related management's discussion and analysis for the nine-month period ended October 31, 2008 (the Continuous Disclosure Documents).

12. The British Columbia Securities Commission (the BCSC) also issued a cease trade order dated January 8, 2009 (the BC CTO).

13. The Applicant failed to file the Continuous Disclosure Documents because the fees payable to a consultant accountant of the Applicant in connection with the filing of the Continuous Disclosure Documents were not available due to bank transfer regulation issues in the People's Republic of China. The Applicant is based in Beijing, People's Republic of China.

14. The Applicant filed the Continuous Disclosure Documents and related officers' certificates on SEDAR on February 9, 2009.

15. On February 10, 2009, the BCSC issued a full revocation of the BC CTO.

16. Other than the Current Cease Trade Order, the Applicant is not in default of its continuous disclosure obligations under Ontario securities law and has paid all outstanding fees to the Commission, including all applicable activity and participation fees and late filing fees.

17. There have been changes of directors, officers, insiders or controlling shareholders of the Applicant since the date of the Current Cease Trade Order. Mr. Ye Hu, a certified general accountant, was appointed to the board of directors of the Applicant on February 1, 2009.

18. There have been no material changes to the Applicant's business or operations since the date of the Current Cease Trade Order, and there are currently no such material changes planned.

19. The Applicant's issuer profiles on SEDAR and SEDI are up-to-date.

20. Upon the issuance of this revocation order, the Applicant will issue a news release and file a material change report on SEDAR.

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Commission being satisfied that it would not be prejudicial to the public interest to revoke the Current Cease Trade Order;

IT IS ORDERED, pursuant to section 144 of the Act, that the Current Cease Trade Order is revoked.

DATED at Toronto this 24th day of April, 2009.

"Jo-Anne Matear"
Corporate Finance Branch