Securities Law & Instruments

Headnote

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

Statutes Cited

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

IN THE MATTER OF

THE SECURITIES ACT,

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

(the "Act")

AND

IN THE MATTER OF

HIGH RIDGE RESOURCES INC.

 

ORDER

(Section 144)

WHEREAS on May 25, 2009 the Director made an order under paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act (the "Permanent Order") that all trading in and acquisitions of the securities of High Ridge Resources Inc. (the "Applicant") whether direct or indirect, shall cease until further order by the Director;

AND WHEREAS the Permanent Order was made on the basis that the Applicant was in default of certain filing requirements under Ontario securities law as described in the Permanent Order (the "Default");

AND WHEREAS the Applicant has applied to the Commission for an order pursuant to Section 144 of the Act to revoke the Permanent Order;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was incorporated under the Business Corporations Act (British Columbia) as 0698428 B.C. Ltd. on June 24, 2004, and the name was changed to "High Ridge Resources Inc." on July 20, 2004.

2. The Applicant's registered office and interim mailing address is located at #1000 - 840 Howe Street, Vancouver, British Columbia, V6Z 2M1.

3. The Applicant is a reporting issuer or the equivalent under the securities legislation of the Provinces of Ontario, British Columbia and Alberta. The Applicant is not a reporting issuer in any other jurisdiction in Canada.

4. The Applicant's authorized share capital consists of an unlimited number of common shares (the Common Shares). The Applicant currently has 37,877,070 Common Shares issued and outstanding.

5. The Permanent Order was issued as a result of the Applicant's failure to file audited annual financial statements for the year ended December 31, 2008. Since the imposition of the Permanent Order, the Applicant has filed on the System for Electronic Document Analysis and Retrieval (SEDAR): (i) the audited annual financial statements for the year ended December 31, 2008, and MD&A (filed on August 6, 2009); and (ii) interim unaudited financial statements for the periods ended March 31, 2009, and MD&A (filed on August 6, 2009); June 30, 2009, and MD&A (filed on August 6, 2009); (collectively, the 2008 Financial Statements and 2009 Interim Financial Statements).

6. Prior to the issuance of the Permanent Order, the Common Shares of the Applicant were traded on the TSX Venture Exchange (TSXV). The Common Shares of the Applicant were suspended from the TSXV on May 13, 2009. The Applicant has no securities, including debt securities that are currently listed or quoted on any exchange or market in Canada or elsewhere. The Applicant intends to apply for reinstatement of trading on TSXV as soon as the Permanent Order is revoked.

7. The Applicant was unable to prepare the 2008 Financial Statements and the 2009 Interim Financial Statements due to a lack of working capital.

8. The Applicant was also subject to a cease trade order issued by the British Columbia Securities Commission on May 11, 2009 which has been revoked on August 7, 2009.

9. Except for the failure to file the 2008 Financial Statements and 2009 Interim Financial Statements, the Applicant is not in default of any of its obligations as a reporting issuer under the Act.

10. The Applicant is now up-to-date with its continuous disclosure obligations and has paid all required outstanding participation fees, filing fees and late fees to the Commission.

11. The Applicant's SEDAR and SEDI profiles are up-to-date.

12. The Applicant has undertaken to hold an annual meeting of shareholders within three months after the date of this revocation order.

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

AND WHEREAS the Director being satisfied that it would not be prejudicial to the public interest to revoke the Permanent Order;

IT IS ORDERED, pursuant to Section 144 of the Act, that the Permanent Order is revoked.

DATED at Toronto this 14th day of August, 2009.

"Lisa Enright"
Manager, Corporate Finance Branch