GeoGlobal Resources Inc. - s. 144(1)

Order

Headnote

Section 144 -- full revocation of cease trade order upon remedying of defaults.

Statutes Cited

Securities Act, R.S.O., 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

GEOGLOBAL RESOURCES INC.

 

ORDER

(Section 144(1))

WHEREAS the securities of GeoGlobal Resources Inc. (the "Filer") are subject to a Temporary Order made by the Director dated June 6, 2008 under paragraphs 2 and 2.1 of subsection 127(1) and subsection 127(5) of the Act, as extended by an Order made by the Director dated June 18, 2008 under paragraphs 2 and 2.1 of subsection 127(1) of the Act (together, the Cease Trade Order) directing that trading in and acquisitions of the securities of the Filer cease until the Cease Trade order is revoked by the Director;

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

AND UPON the Filer representing to the Commission that:

1. The Filer was incorporated in December, 1993 pursuant to the laws of the State of Delaware under the name Suite101.com, Inc. and changed its name from Suite101.com, Inc. to GeoGlobal Resources Inc. on January 8, 2004.

2. The Filer is a reporting issuer under the securities legislation of the provinces of Alberta, Ontario, British Columbia and Quebec. The Filer is not a reporting issuer in any other jurisdiction in Canada.

3. The Filer is subject to cease trade orders in the provinces of Alberta, Ontario, British Columbia and Quebec and the Filer has concurrently filed applications with each of the Alberta Securities Commission, Ontario Securities Commission, British Columbia Securities Commission and Quebec Securities Commission for a full revocation of their cease trade order applicable in such provinces.

4. The Filer's authorized capital consists of an unlimited number of common stock, par value $0.001 per share (the "Common Shares"), of which approximately 72,205,756 Common Shares are issued and outstanding.

5. The Common Shares of the Filer are listed and posted for trading on the American Stock Exchange under the symbol "GGR" and have been so listed and posted since May 6, 2004.

6. The Cease Trade Order was issued due to the failure of the Filer to file with the Commission and mail to its shareholders its audited financial statements for the year end December 31, 2007 and interim unaudited financial statements for the interim period ended March 31, 2008 (the "Financial Statements") as required by the Act.

7. The Financial Statements were not filed due to unanticipated delays in the preparation and audit of the audited annual financial statements, resulting from a restatement of prior financial statements due to calculation of stock based compensation.

8. The Financial Statements together with applicable MD&As and Certificates under MI-52-109 have now been filed with the Commission.

9. The Filer has filed the Continuous Disclosure documents with the Commission through SEDAR and is up-to-date on all its other continuous disclosure obligations, has paid all outstanding filing fees and has complied with National Instrument 51-102 Continuous Disclosure Obligations regarding delivery of financial instruments and except for the Cease Trade Order, is not otherwise in default of any requirement of Ontario securities law.

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 Cease Trade Order;

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

DATED July 18, 2008

"Cameron McInnis"
Manager, Corporate Finance