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.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, 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
IN THE MATTER OF
ROYAL OAK VENTURES INC.
(formerly, Royal Oak Mines Inc.)
WHEREAS the securities of Royal Oak Ventures Inc. (the "Applicant") are subject to a cease trade order made by the Director dated February 16, 2000 pursuant to paragraph 2 of subsection 127(1) and subsection (5) of the Act, as extended by a further order made by the Director dated March 1, 2000 pursuant to subsection 127(8) of the Act (together, the "Ontario Cease Trade Order") ordering that trading in the securities of the Applicant cease until the Ontario Cease Trade Order is revoked;
AND WHEREAS the Applicant has made an application to the Ontario Securities Commission (the "Commission") for an order pursuant to Section 144 of the Act to revoke the Ontario Cease Trade Order;
AND UPON the Applicant having represented to the Commission that:
1. The Applicant was incorporated under the Business Corporations Act (Ontario) on July 23, 1991.
2. The head office of the Applicant is located at Suite 300 -- 181 Bay Street, Toronto, Ontario M5J 2T3.
3. The Applicant is a reporting issuer or the equivalent under the securities legislation of each of the provinces and territories of Canada (the "Reporting Jurisdictions").
4. The Applicant's authorized capital consists of an unlimited number of common shares (the "Common Shares"), non-voting shares ("Non-Voting Shares") and special shares ("Special Shares").
5. The Applicant currently has 3,157,189 Common Shares, 159,339,267 Non-Voting Shares and nil Special Shares issued and outstanding.
6. The Applicant's Common Shares were delisted from the Toronto Stock Exchange on April 27, 2000 and from the American Stock Exchange on March 12, 1999 because the Applicant failed to maintain listing requirements. The Applicant currently has no securities listed or quoted on any market.
7. The Applicant is also subject to cease trade orders issued by the British Columbia Securities Commission on July 19, 1999, Alberta Securities Commission on September 13, 2002 and Commission des valeurs mobilières du Québec on July 20, 1999 (together with the Ontario Cease Trade Order, the "Cease Trade Orders").
8. The Cease Trade Orders were issued as a result of the Applicant's failure to file certain financial statements with the Reporting Jurisdictions.
9. On April 16, 1999, the Applicant was placed into interim receivership. From that date, the Applicant has undergone a reorganization from a mining and exploration company to an investment holding company and its principal business relates to its investment holdings.
10. Commencing with the appointment of the interim receiver, PricewaterhouseCoopers LLP (the "Interim Receiver"), the Applicant began winding down its exploration activities. Under an order of the Ontario Court of Justice ("Court"), the Interim Receiver was directed to sell the Applicant's assets and distribute the proceeds to its creditors. The Interim Receiver undertook the disposition of the Applicant's Giant and Colomac Mines in the Northwest Territories, the Pamour and Nighthawk Mines in Ontario, the Hope Brook Mine in Newfoundland, numerous exploration properties and the Applicant's equity investments, including its 44.2% interest in Asia Minerals Corporation and 38.6% interest in Highwood Resources Ltd. These dispositions all took place during 1999, with the Applicant's remaining operating asset being the Kemess Mine in Northern British Columbia.
11. On December 3, 1999, the Applicant filed a proposal (the "Proposal") under the Companies' Creditors Arrangement Act (the "CCAA") with the Court and the Applicant's creditors. The purpose of the Proposal was to compromise the claims of the Applicant's creditors, to provide for the satisfaction of the claims of the Applicant's unaffected creditors, to permit the Applicant to continue as a going concern and to allow for the possibility of a new business being introduced into the Applicant in the future. The Proposal considered a reorganization of the capital and assets of the Applicant, consolidating its shares on the basis of 100 old shares for one new share, renaming Royal Oak Mines Inc. to its current name and a compromise of the liabilities of the Applicant. The Proposal involved the following three principal steps:
(a) the sale of a convertible royalty interest (the "Royalty") in the Kemess Mine to Northgate Exploration Limited ("Northgate"), equal to 95 percent of the net cash flow of the Kemess Mine, which Royalty was converted by into a 95 percent equity interest in the Kemess Mine;
(b) the transfer of all remaining assets of the Applicant, other than or relating to the Kemess Mine, to a whollyowned subsidiary, which assets were sold by the Interim Receiver and the proceeds distributed to the creditors; and
(c) the satisfaction or assumption of all of the outstanding indebtedness of the Applicant through the issuance of promissory notes and other notes which were convertible into common shares and non-voting shares of the Applicant (the "Distributions"), details of which issuances are as follows:
(i) 1,530,288 common shares and 107,341,027 non-voting shares of the Applicant to Brascan Financial Corporation, formerly Trilon Financial Corporation ("Trilon");
(ii) 48,748,350 non-voting shares of the Applicant to holders of certain notes issued by the Applicant;
(iii) 3,249,890 non-voting shares of the Applicant to certain unsecured creditors of the Applicant; and
(iv) three promissory notes in the aggregate principal amount of US$2.1 million, due and payable in February 2005, issued to certain secured creditors of the Applicant.
12. The Proposal was accepted by the Applicant's creditors on December 14, 1999 and approved by the Court on January 4, 2000. The Proposal was implemented effective on February 11, 2000, at which point a new board of directors and officers assumed control of the Applicant.
13. On March 13, 2000, the Commission granted an order partially revoking the cease trade order issued in Ontario to permit the Distributions to Trilon and 509 unsecured creditors of the Applicant resident in Ontario.
14. On February 29, 2000, the British Columbia Securities Commission granted an order partially revoking the cease trade order issued in British Columbia to permit the Distributions to unsecured creditors in British Columbia.
15. Since the issuance of the latest Cease Trade Order by the Alberta Securities Commission, the Applicant has filed, among other things, the following continuous disclosure documents with the Reporting Jurisdictions:
(a) on December 12, 2002, unaudited interim financial statements for the periods ended March 31, 2002, June 30, 2002 and September 30, 2002;
(b) on December 8, 2003, unaudited interim financial statements for the periods ended March 31, 2003, June 30, 2003 and September 30, 2003
(c) on November 1, 2010, audited annual financial statements for the year ended December 31, 2009 along with the corresponding management discussion and analysis and the Certificates of Annual Filings required under National Instrument 52-109 -- Certificate of Disclosure In Issuers' Annual and Interim Filings ("NI-52-109");
(d) on November 1, 2010, unaudited interim financial statements for the periods ended June 30, 2010 and March 31, 2010 along with the corresponding management discussion and analysis for each such period and the Certificates of Interim Filings required under NI 52-109;
(e) on November 8, 2010, audited annual financial statements for the years ended December 31, 2008, 2007, 2006, 2005, 2004, 2003 and 2002;
(f) on December 8, 2010, unaudited interim financial statements for the period ended September 30, 2010 along with the corresponding management discussion and analysis and the Certificates of Interim Filings required under NI 52-109;
(g) on June 16, 2011, audited annual financial statements for the year ended December 31, 2010 along with the corresponding management discussion and analysis and the Certificates of Annual Filings required under NI 52-109;
(h) on June 16, 2011, audited annual financial statements for the year ended December 31, 2008 along with the corresponding management discussion and analysis and the Certificates of Annual Filings required under NI 52-109; and
(i) on June 29, 2011, unaudited interim financial statements for the period ended March 31, 2011 along with the corresponding management discussion and analysis the Certificates of Interim Filings required under NI 52-109.
16. The Applicant has not filed with the Commission:
(a) the interim financial statements for the periods ended March 31, 2004 through September 30, 2009, the corresponding management discussion and analysis for each such period, and the corresponding certificates for each such period;
(b) the interim management discussion and analysis for the periods ended March 31, 2001 through September 30, 2003; and
(c) management discussion and analysis for the years ended December 31, 2007, 2006, 2005, 2004, 2003 and 2002 and the corresponding certificates for the years ended December 31, 2007, 2006, 2005 and 2004.
(the "Outstanding Filings").
17. Except for the failure to file the Outstanding Filings, the Applicant is not in default of any of its obligations as a reporting issuer under the Act.
18. Since the issuance of the Ontario Cease Trade Order, material changes in the Applicant's business were disclosed in material change reports filed by the Applicant on February 18, 2000, January 3, 2001, February 21, 2003 and June 17, 2011.
19. The Applicant has paid all outstanding filing fees, participation fees and late filing fees in the Reporting Jurisdictions.
20. The Applicant's SEDAR and SEDI profiles are current and accurate.
21. The Applicant is not considering, nor is it involved in any discussions relating to, a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.
22. Upon the issuance of this revocation order, the Applicant will issue a news release announcing the revocation. The Applicant will concurrently file the news release and material change report on SEDAR.
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON the Director being satisfied that it would not be prejudicial to the public interest to revoke the Ontario Cease Trade Order.
IT IS ORDERED pursuant to Section 144 of the Act that the Ontario Cease Trade Order is revoked.
DATED this 19 of August, 2011.