RB Energy Inc. – s. 144(1)

Order

Headnote

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

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, c. S.5, AS AMENDED

(THE “ACT”)

 

AND

 

IN THE MATTER OF

RB ENERGY INC.

 

ORDER

(Section 144(1) of the Act)

 

WHEREAS the securities of RB Energy Inc. (the “Issuer”) are subject to a temporary cease trade order issued by the Director on May 15, 2015 pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, as extended by a further cease trade order issued by the Director on May 27, 2015 pursuant to paragraph 2 of subsection 127(1) of the Act (the “Cease Trade Order”), directing that all trading in securities of the Issuer cease until further order by the Director;

AND WHEREAS a cease trade order with respect to the Issuer’s securities was also issued by the British Columbia Securities Commission on May 12, 2015, the Manitoba Securities Commission on May 13, 2015 and the Alberta Securities Commission on August 12, 2015;

AND WHEREAS the Issuer’s securities are not listed on and do not trade on any exchange in Canada;

AND WHEREAS as at January 11, 2018 the Issuer’s securities trade on the OTC Marketplace (the “OTC”);

AND WHEREAS a shareholder of the Issuer has made an application to the Commission pursuant to section 144(1) of the Act to vary the Cease Trade Order;

AND UPON the Director being satisfied that:

a)            the terms and conditions to the Cease Trade Order put Ontario resident shareholders of the Issuer at a disadvantage to certain shareholders who are free to trade their shares over the OTC; 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, a beneficial shareholder of RB Energy Inc. who is not, and was not as at May 15, 2015, an insider or control person of RB Energy Inc. may sell securities of RB Energy Inc. acquired before May 15, 2015, if:

 

1.             the sale is made through a market outside of Canada; and

 

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

 

DATED this 16th day of January, 2018.

“Michael Balter”

Manager, Corporate Finance Branch

Ontario Securities Commission