Borealis Exploration Limited et al. -- s. 144(1)

Headnote

Section 144(1) -- Application to vary a cease trade order -- cease trade order varied to permit individual beneficial shareholders, who are not insiders or control persons, to sell securities outside of Canada, subject to conditions.

Applicable Legislative Provisions

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, c. S.5, AS AMENDED

(THE "ACT")

AND

IN THE MATTER OF

BOREALIS EXPLORATION LIMITED

("BOREALIS")

AND

JOSEPH MONTEITH

AND

SONIA MONTEITH

(THE "APPLICANTS")

ORDER

(Section 144(1) of the Act)

WHEREAS the Ontario Securities Commission (the "Commission") issued an order on September 13, 2001, under paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, ordering that trading in the securities of Borealis cease trading temporary (the "Temporary Cease Trade Order");

AND WHEREAS the Commission issued a further order dated September 27, 2001, pursuant to subsection 128(8) of the Act, extending the Temporary Cease Trade Order by ordering that trading in the securities of Borealis shall cease until revoked by a further order (the "Cease Trade Order");

AND WHEREAS the Applicants have made an application to the Commission pursuant to section 144(1) of the Act to vary the Cease Trade Order;

AND WHEREAS the Applicants have represented to the Commission that:

1. A cease trade order with respect to the securities of Borealis was also issued by the Alberta Securities Commission on or about September 14, 2001.

2. To the best of the Applicants' knowledge, Borealis' business operations and its head office are located outside of Canada, in Gibraltar.

3. Borealis' securities are not listed on and do not trade on any exchange in Canada.

4. Borealis' securities are not subject to cease trade orders in jurisdictions outside of Canada. Borealis trades its shares on the Prague Stock Exchange and OTC Markets Group.

5. Joseph Monteith owns 67,000 common shares of Borealis and Sonia Monteith owns 11,171 common shares of Borealis (together, the "Subject Shares"). The Applicants have owned the Subject Shares since approximately the 1990's at which time the common shares of Borealis were traded on the Toronto Stock Exchange.

6. Neither of the Applicants is an insider or control person of Borealis, or has been employed by or in any way affiliated with Borealis.

7. The Applicants are seeking a variation of the Cease Trade Order under section 144(1) of the Act permitting the Applicants to dispose of the Subject Shares outside of Canada.

AND UPON the Commission being satisfied that:

a) the terms and conditions to the Cease Trade Order put the Applicants in disadvantage to non-Canadian shareholders who are free to trade their shares on either Prague Stock Exchange or OTC Markets Group; and

b) it is not prejudicial to the public interest to vary the Cease Trade Order under section 144(1) of the Act;

IT IS ORDERED that, pursuant to section 144(1) of the Act, the Cease Trade Order be varied by including the following section:

Despite this order, Joseph Monteith and Sonia Monteith, who are not, and were not at the date of this order, insiders or control persons of Borealis Exploration Limited, may sell securities of Borealis Exploration Limited acquired before the date of this order, if:

1. the sale is made through the Prague Stock Exchange or OTC Markets Group; and

2. the sale is made through an investment dealer registered in Ontario.

DATED this 17th day of October, 2013.

"Kathryn Daniels"

Deputy Director, Corporate Finance Branch