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Rutter Technologies Inc. (Previously Courvan Mining Company Ltd.) - Order
Headnote
Section 144 - partial revocation of cease tradeorder to permit filing of preliminary prospectus in connectionwith proposed public offering of issuer's securities - priorto filing final prospectus issuer intends to make further applicationto the Commission for full revocation of cease trade order -issuer intends to deliver final prospectus to Commission toallow Commission to determine that prospectus-level disclosurerelating to issuer and reverse take-over transaction has beenprovided.
Statutes Cited
Securities Act, R.S.O., c.S.5, as amended,.sections. 127 and 144.
IN THE MATTER OF
RUTTER TECHNOLOGIES INC.
(PREVIOUSLY COURVAN MININGCOMPANY LTD.)
ORDER
PURSUANT TO SECTION 144
OF THE SECURITIES ACT, R.S.O.1990, C.S.5,
AS AMENDED (THE "ACT")
WHEREAS Rutter Technologies Inc. (previouslyCourvan Mining Company Ltd. ) (the "Corporation")is subject to a temporary order of the Manager, Corporate Finance(the "Manager") of the Ontario Securities Commission(the "Commission") dated November 22, 2000 as extendedby an order of the Manager dated December 4, 2000 made undersection 127 of the Act (collectively referred to as the "CeaseTrade Order") directing that all trading in the securitiesof the Corporation cease;
AND WHEREAS the Corporation has appliedto the Commission pursuant to section 144 of the Act (the "Application")for a partial revocation of the Cease Trade Order;
AND UPON the Corporation having representedto the Commission as follows:
1. The Corporation was incorporated as CourvanMining Company Ltd. (No Personal Liability) under the MiningCompanies Act (Quebec) on February 1, 1937. The Corporationcontinued its existence under Part 1A of the CompaniesAct (Quebec) on July 25, 2002. On July 25, 2002, the Corporationchanged its name from Courvan Mining Company Ltd. (No PersonalLiability) to Rutter Technologies Inc.
2. The Corporation's registered and head officeis located at 1155, University Street, Suite 606, Montreal,Québec, H3B 3A7.
3. The Corporation is a reporting issuer underthe securities legislation of the province of Ontario.
4. The authorized capital of the Corporationconsists of an unlimited number of common shares of which4,000,300 are issued and outstanding as of the date hereof.
5. The Corporation previously carried on businessas a mining exploration company and has been inactive sinceDecember 1999.
6. The Cease Trade Order was issued due tothe failure of the Corporation to file with the Commission,and concurrently to deliver to its shareholders, its auditedannual financial statements for the year ended December 31,1999 and its interim financial statements for the three-monthperiod ended March 31, 2000 and for the six-month period endedJune 30, 2000 as required by the Act (collectively, the "FinancialStatements").
7. The Corporation has now filed the FinancialStatements and all materials required to be filed under theAct and has delivered the Financial Statements to its shareholders.
8. The Corporation is now up-to-date withall of its filing requirements and other than the failureto file the Financial Statements, the Corporation is not indefault of any of the requirements of the Act or the rulesor regulations made thereunder.
9. The Corporation agreed to enter into areverse take-over transaction (the "RTO") pursuantto a merger agreement dated December 19, 2001, and amendedon April 24, 2002 between the Corporation, Rutter TechnologiesInc. ("Rutter"), and the shareholders of Rutter.
10. Rutter is a private corporation incorporatedunder the Corporations Act (Newfoundland) on August25, 1998.
11. Rutter's registered and head office islocated at TD Place, 6th Floor, P.O. Box 5414,St. John's, Newfoundland.
12. The authorized capital of Rutter consistsof an unlimited number of Class A common shares, an unlimitednumber of Series 1 preference shares and an unlimited numberof Series 2 preference shares. Rutter currently has 1,000Class A common shares, 2,500 Series 1 preference shares and2,500 Series 2 preference shares issued and outstanding.
13. Pursuant to the RTO: (a) all of the commonshares of the Corporation currently issued and outstandingwill be consolidated into 1,333,433 common shares, at a rateof one (1) common share for every three (3) common sharesissued and outstanding; and (b) the Corporation will acquireall of the issued and outstanding Class A common shares, Series1 preference shares and Series 2 preference shares of Rutterin consideration for issuing to the Rutter shareholders 11,000,000post-consolidation common shares of the Corporation. The completionof the RTO is subject to several conditions, including obtainingall required regulatory approvals and the closing of a publicoffering of the Corporation's securities by way of prospectus.
14. The RTO was approved by the shareholdersof the Corporation at a general, annual and extraordinarymeeting of the Corporation held on July 16, 2002. The RTOwas approved by a resolution of the shareholders of Rutterdated July 25, 2002.
15. The Corporation has applied to list itscommon shares on the TSX-Venture Exchange ("TSX-V")and the TSX-V has required the completion by the Corporationof a public offering of its securities pursuant to a prospectusin order to meet its requirements regarding public distribution.
16. Prior to the approval of the TSX-V tolist the Corporation's common shares, the Corporation hasno securities listed on any stock exchange or traded overthe counter in Canada or elsewhere.
17. Other than its common shares, the Corporationhas no securities, including debt securities, outstanding.
18. The Corporation has applied for a partialrevocation of the Cease Trade Order to permit the Corporationto file a preliminary prospectus with the securities regulatoryauthority in each of in the provinces of Newfoundland, Québecand British Columbia (the "Offering Jurisdictions")in connection with a public offering of the Corporation'scommon shares (the "Offering") in those jurisdictions.
19. The Corporation does not currently intendto file a preliminary prospectus in Ontario as it does notintend to make the Offering available to residents of Ontario.
20. Prior to filing the final prospectus inconnection with the Offering, the Corporation intends to makea further application to the Commission for a full revocationof the Cease Trade Order. The Corporation understands thatprior to granting a full revocation of the Cease Trade Orderthe Commission will require prospectus-level disclosure relatingto the Corporation (including the RTO) and expects that thefinal prospectus will contain such necessary disclosure. Althoughthe Corporation does not intend to file a final prospectusin Ontario in connection with the Offering, the Corporationintends to deliver a copy of the final prospectus to the Commissionto allow the Commission to determine that such prospectus-leveldisclosure has been provided.
21. Other than to permit the filing of a preliminaryprospectus of the Corporation in connection with the Offering,the Corporation does not intend to seek public financing,including the filing of a final prospectus in connection withthe Offering, until after the Commission grants a full revocationof the Cease Trade Order.
AND UPON considering the Applicationand the recommendation of the staff of the Commission;
AND UPON the Director being satisfiedthat to do so would not be prejudicial to the public interest;
IT IS ORDERED, pursuant to section 144of the Act, that the Cease Trade Order be and is hereby partiallyrevoked solely to permit the filing and delivery of a preliminaryprospectus, including any amendment(s) to the preliminary prospectusof the Corporation in connection with the Offering.
July 25, 2002.
"John Hughes"