Slocan-Rambler Mines (1947) Limited - s. 144

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

SLOCAN-RAMBLER MINES (1947) LIMITED

ORDER

(Section 144)

WHEREAS the securities of Slocan-Rambler Mines (1947) Limited (the "Issuer") are subject to a temporary order dated June 21, 1993 made by the Ontario Securities Commission (the "Commission") pursuant to subsection 3 of Section 127 of the Act directing that trading in the securities of the Issuer cease, which was extended by an order of the Commission dated July 2, 1993 made pursuant to subsection (3) of Section 127 of the Act (collectively, the "Cease Trade Order"), directing that trading in securities of the Issuer cease until the Cease Trade Order is revoked by a further order of revocation;

AND WHEREAS the Issuer has made an application to the Commission pursuant to section 144 of the Act for an order revoking the Cease Trade Order;

AND WHEREAS the Issuer has represented to the Commission that:

1. The Issuer is a corporation incorporated under the laws of Ontario on December 20, 1945 under the name Denbros Mines Limited ("Denbros"). Pursuant to Articles of Amendment dated June 26, 1947, Denbros changed its name to Slocan-Rambler Mines (1947) Limited.

2. The Issuer is a reporting issuer under the Act. The Issuer is not a reporting issuer or the equivalent in any other jurisdiction in Canada.

3. The authorized capital of the Issuer consists of 3,500,000 common shares ("Common Shares") of which approximately 1,897,882 Common Shares are issued and outstanding.

4. Other than the Common Shares, the Issuer has no securities (including debt securities) outstanding.

5. The Common Shares are not listed or quoted on any exchange or market.

6. The Issuer has been inactive for many years. It owns no material assets. The Issuer was involved in the mineral exploration business prior to the Cease Trade Order. The Issuer intends to become involved in the mineral exploration upon revocation of the Cease Trade Order.

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

8. The Cease Trade Order was issued as a result of the Issuer's failure to file its audited annual financial statements for the year ended December 31, 1992. The Issuer subsequently filed audited annual financial statements for the years ended December 31, 1992 to December 31, 1998; however, the Corporation did not apply to revoke the Cease Trade Order.

9. Subsequently, the Issuer failed to file audited annual financial statements for the years ended December 31, 1999, 2000, 2001, 2002, 2003, 2004, 2005 and 2006 (the "Annual Financial Statements"), interim financial statements for all interim periods since March 31, 1999 (the "Interim Financial Statements") and, in each case, related management's discussion and analysis ("MD&A") and corresponding certificates under Multilateral Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings for the years and interim periods beginning in 2004 and onwards ("MI 52-109 Certificates").

10. The Annual Financial Statements, the Interim Financial Statements, related MD&A and MI 52-109 Certificates were not filed in a timely manner with the Commission nor were the Annual Financial Statements, Interim Financial Statements and related MD&A sent to the shareholders of the Issuer because the Issuer was inactive and did not have the funds necessary to prepare and mail such statements.

11. On March 19, 2008, the Issuer filed on SEDAR the audited annual financial statements for the years ended December 31, 2005, 2006 and 2007, and related MD&A and MI 52-109 certificates for such years.

12. The Issuer has not filed the Interim Statements because the Issuer believes that the Interim Statements would not provide additional useful information concerning the present or future operations or financial circumstances of the Issuer because during the period covered by the Interim Statements the Issuer was inactive.

13. The Issuer is not, to its knowledge, in default of any of the requirements of the Act or the rules and regulations made thereunder other than the Cease Trade Order and its failure to comply with the delivery requirements contained in sections 4.6 and 5.6 of NI 51-102 - Continuous Disclosure Obligations regarding the audited annual financial statements and related MD&A in respect of the fiscal years ended December 31, 2005 to December 31, 2007.

14. The Issuer has provided the Commission with a draft management information circular (the "Circular") as well as an undertaking of the Issuer pursuant to National Policy 12-202 -- Revocation of Compliance-related Cease Trade Order, section 3.1(5).

15. The Issuer intends to deliver the audited annual financial statements and related MD&A for the years ended December 31, 2005 to December 31, 2007 to shareholders along with the mailing of the Circular.

16. Except for the deficiencies listed in paragraph 9, the Issuer is up-to-date with all of its other continuous disclosure obligations and has paid all outstanding participation fees, filing fees and late fees associated with those obligations owing to the Commission.

17. The following persons hold more than 10% of the Common Shares:

(a) Canadian Arrow Mines Ltd., 38.7535%

(b) Mrs. V.R. MacMillan, 36.878%, and

(c) Parmour Porcupine Mines Limited, 12.1188%.

18. Following the revocation of the Cease Trade Order, the Issuer intends to raise capital for potential acquisitions. No such transactions are currently identified.

19. The Issuer is not considering and is not involved in any discussion relating to a reverse take-over transaction or similar transaction.

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

AND UPON the Director being satisfied that the Issuer has remedied its defaults in respect of the filing requirements under the Act;

AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;

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

DATED this 24th day of April, 2008.