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.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127(3), 144.

IN THE MATTER OF

THE SECURITIES ACT,

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

(THE "ACT")

AND

IN THE MATTER OF

LIARD RESOURCES LTD.

 

ORDER

(Section 144)

WHEREAS the securities of Liard Resources Ltd. (the "Issuer") are currently subject to a cease trade order made by the Director dated June 3, 2004 pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, as extended by an order made by the Director on June 3, 2004 pursuant to paragraph 2 of subsection 127(1) of the Act (collectively, the "Cease Trade Order") directing that trading in the securities of the Issuer cease until the Cease Trade Order is revoked;

AND WHEREAS the Issuer has applied to the Ontario Securities Commission (the "Commission") pursuant to section 144(1) of the Act for a revocation of the Cease Trade Order;

AND WHEREAS the Issuer has represented to the Commission that:

1. The Issuer is a corporation existing under the Business Corporations Act (Alberta) (the "Alberta Act") with its head office and registered office in Alberta.

2. The Issuer is a reporting issuer in Alberta, British Columbia and Ontario. The Issuer is not a reporting issuer or its equivalent in any other jurisdiction in Canada.

3. The Issuer is authorized to issue an unlimited number of common shares.

4. The Cease Trade Order was issued as a result of the Issuer's failure to file its annual audited financial statements for the year ended December 31, 2003 and the interim unaudited financial statements for the three-month period ended March 31, 2004 (the "Financial Statements").

5. Until making the filings referred to in paragraph 8 below, the Issuer failed to file financial statements, management's discussion and analysis (MD&A) and certificates for all periods subsequent to March 31, 2004.

6. The Issuer is also subject to a cease trade order of the British Columbia Securities Commission issued on June 2, 2004 (the "BC CTO") and a cease trade order of the Alberta Securities Commission (the "ASC") issued on June 10, 2004 (the "Alberta CTO").

7. The Issuer did not file the Financial Statements within the required time frame because the Issuer was in the process of winding up its business.

8. The Issuer has filed, via SEDAR, audited financial statements for the years ended December 31, 2006, December 31, 2007 and December 31, 2008 along with interim unaudited financial statements for all 2008 interim periods up to and including the interim period ended September 30, 2008, together with the relevant MD&A and certificates. Such financial statements were delivered to the Issuer's shareholders in connection with its annual and special meeting held on April 23, 2009 (the "Meeting").

9. Subject to the terms of the Arrangement (as that term is defined below) no changes in the Issuer's directors, officers, insiders, controlling shareholders, business or operations have occurred since the Cease Trade Order was issued.

10. On or about March 27, 2008, a notice of meeting, a management proxy circular and other proxy material in compliance with National Instrument 51-102 Continuous Disclosure Obligations and Form 51-102F5 Information Circular (collectively, the "Information Circular") were mailed to the Issuer's shareholders in connection with the Meeting.

11. On April 17, 2009, the Issuer filed an amended and restated management proxy circular (the "Amended Circular") in response to comments from the ASC made as part of the ASC's review of the Issuer's application for the revocation of the Alberta CTO.

12. The Information Circular and the Amended Circular contained the disclosure required by Form 52-110F2 under Multilateral Instrument 52-110 Audit Committees and by Form 58-101F2 under National Instrument 58-101 Disclosure of Corporate Governance Practices.

13. In addition to ordinary business, at the Meeting, shareholders approved an arrangement (the "Arrangement") under the provisions of section 193 of the Alberta Act involving the Issuer, its shareholders, Silver Royal Apex, Inc. ("Silver Royal"), its shareholders and Liard USA Inc. ("Liard USA"). An interim order containing declarations and directions with respect to the Arrangement and the holding of the Meeting was granted on March 20, 2009 by the Court of Queen's Bench of Alberta (the "Court").

14. At the Meeting, shareholders elected Brandon Rice, Gary Rice, Justin Rice, Mark Russell, Jan Alston and Bruce Murray to the board of directors of the Issuer.

15. Pursuant to the Arrangement and following the issuance of a final order by the Court, among other things:

(a) Liard USA shall issue to the Issuer 1,000 common shares of Liard USA valued at $1,150,000;

(b) each shareholder of Silver Royal shall receive 2.00455 common shares of the Issuer for each issued and outstanding Silver Royal common share held by such Silver Royal shareholders (for a total of 23,000,000 common shares of the Issuer);

(c) the interest of Silver Royal in the Two Mile JV Interest, a mining asset located in Shoshone County, Idaho, as more fully described in the Information Circular and the Amended Circular will be transferred to Liard USA; and

(d) the articles of the Issuer will be amended to change its name from "Liard Resources Ltd." to "Royal Apex Ventures Inc.".

16. On April 8, 2009 the Alberta CTO was partially revoked pursuant to an order made by the ASC to permit certain trades under a private placement in order to raise proceeds needed for ongoing business operations.

17. The Issuer is up-to-date on all of its continuous disclosure obligations, has paid all outstanding fees and has complied with National Instrument 51-102 -- Continuous Disclosure Obligations regarding delivery of financial statements.

18. Except for the Cease Trade Order, the Issuer is not otherwise in default of any requirement of Ontario securities law.

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

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

21. The BC CTO and Alberta CTO were revoked on April 27, 2009 and April 28, 2009, respectively.

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

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

NOW THEREFORE, pursuant to the authorization contained in the Cease Trade Order it is hereby ordered under subsection 144(1) of the Act that the Cease Trade Order is revoked.

DATED at Toronto this 4th day of May, 2009

"Jo-Anne Matear"
Assistant Manager, Corporate Finance
Ontario Securities Commission