Securities Law & Instruments

Headnote

Subsection 1(11)(b) -- Order that issuer is a reporting issuer for the purposes of Ontario securities law -- Issuer already a reporting issuer in Alberta and British Columbia -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in Alberta and British Columbia substantially the same as those in Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).

IN THE MATTER OF

THE SECURITIES ACT,

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

(the Act)

AND

IN THE MATTER OF

KRIA RESOURCES LIMITED

 

ORDER

(Clause 1(11)(b))

UPON the application of Kria Resources Ltd. (the Applicant) to the Ontario Securities Commission (the Commission) for an order pursuant to clause 1(11)(b) of the Act that, for the purposes of Ontario securities law, the Applicant is a reporting issuer in Ontario;

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

AND UPON the Applicant having represented to the Commission as follows:

1. The Applicant was incorporated on May 16, 2006 pursuant to the Business Corporations Act (Ontario).

2. The registered head office of the Applicant is located at 65 Queen Street West, Suite 815, Toronto, Ontario, M5H 2M5.

3. The authorized share capital of the Applicant consists of an unlimited number of Common Shares.

4. As at the date hereof, a total of 47,312,364 Common Shares of the Applicant were issued and outstanding.

5. The Applicant became a reporting issuer or reporting issuer equivalent on July 16, 2009 pursuant to the Securities Act (British Columbia) (the BC Act) and the Securities Act (Alberta) (the Alberta Act) as a result of a plan of arrangement completed on such date involving Beartooth Platinum Corporation. The Applicant is not currently a reporting issuer or the equivalent in any jurisdiction in Canada other than Alberta and British Columbia.

6. The Applicant is not on the list of defaulting reporting issuers maintained pursuant to the BC Act or the Alberta Act and is not in default of any of its obligations under the BC Act or the Alberta Act.

7. The continuous disclosure materials filed by the Applicant under the BC Act and the Alberta Act are available on the System for Electronic Document Analysis and Retrieval (SEDAR).

8. The continuous disclosure materials filed by the Applicant under the requirements of the BC Act and Alberta Act are substantially the same as the continuous disclosure requirements under the Act.

9. The common shares of the Applicant have been listed and posted for trading on the TSX Venture Exchange (the TSX-V) since July 24, 2009 under the symbol "KIA".

10. The Applicant is not in default of any of the rules, regulations or policies of the TSX-V.

11. The TSX-V requires all of its listed issuers, which are not otherwise reporting issuers in Ontario, to assess whether they have a significant connection with Ontario, as defined in Policy 1.1 of the TSX-V Corporate Finance Manual, and, upon first becoming aware that it has a significant connection to Ontario, to promptly make a bona fide application to the Commission to be deemed a reporting issuer in Ontario.

12. The Applicant has a significant connection to Ontario since more than 56% of the issued and outstanding share capital of the Applicant are owned by registered and beneficial holders who reside in Ontario.

13. Neither the Applicant nor any of its officers, directors or, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, has:

(i) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;

(ii) entered into a settlement agreement with a Canadian securities regulatory authority; or

(iii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

14. Other than as disclosed below, neither the Applicant, nor any of its officers, directors nor, to the knowledge of the Applicant and its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been subject to:

(i) any known ongoing or concluded investigations by a Canadian securities regulatory authority, or a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

(ii) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years, except for Stan Bharti, who was a director of BLM Service Group Inc., which was petitioned into receivership on May 31, 2001.

15. Other than as disclosed below, neither any of the officers or directors of the Applicant nor, to the knowledge of the Applicant and its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been at the time of such event an officer or director of any other issuer which is or has been subject to:

(i) any cease trade or similar order, or order that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years except for Stan Bharti and Patrick Gleeson; or

(ii) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years except for Stan Bharti.

16. Stan Bharti was a director of Galaxy OnLine Inc., which on May 29, 2001 became subject to a cease trade order for a period of more than 30 consecutive days for failing to file its financial statements, and a director of William Multi-Tech Inc., which on May 29, 2001 became subject to a cease trade order for a period of more than 30 consecutive days for failing to file its financial statements. The cease trade orders were revoked on November 30, 2001 and August 17, 2001, respectively. Mr. Bharti is a director and Mr. Gleeson is an officer of Stetson Oil & Gas Ltd. which on May 7, 2008 became subject to a cease trade order for failing to file its financial statements. This cease trade order was revoked on May 30, 2008. Stan Bharti, was also a director of BLM Service Group Inc., which was petitioned into receivership on May 31, 2001.

17. The Applicant will remit all applicable participation fees due and payable by it pursuant to Commission Rule 13-502 Fees by no later than two business days from the date of this Order.

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

IT IS HEREBY ORDERED pursuant to subsection 1(11)(b) of the Act that the Corporation is a reporting issuer for the purposes of Ontario securities law.

Dated this 19th day of August, 2009

"Michael Brown"
Assistant Manager, Corporate Finance
Ontario Securities Commission