CCR Technologies Ltd. -- s. 144
Headnote
Section 144 -- Application for revocation of cease trade order -- issuer subject to cease trader as a result of failure to file financial statements -- issuer has made a separate application to not be a reporting issuer in all of the jurisdictions in which it is currently a reporting issuer -- full revocation granted effective as of the date the issuer is determined to not be a reporting issuer.
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, CHAPTER S.5, AS AMEMDED
(the Act)
AND
IN THE MATTER OF
CCR TECHNOLOGIES LTD.
ORDER
(Section 144 of the Act)
WHEREAS the securities of CCR Technologies Ltd. (the "Filer") are subject to a temporary cease trade order issued by the Director on May 12, 2010 pursuant to subsections 127(1) and 127(5) of the Act and a further cease trade order issued by the Director on May 25, 2010 pursuant to subsection 127(1) of the Act (together the "Ontario CTO"), directing that all trading in the securities of the Filer cease until further order by the Director;
AND WHEREAS the Filer has applied to the Ontario Securities Commission (the "Commission") for an order pursuant to section 144 of the Act (the "Application") for a full revocation of the Ontario CTO.
AND WHEREAS the Filer has represented to the Commission that:
1. The Filer was created by way of amalgamation under the Business Corporations Act (Alberta) on May 10, 1995 and is a valid and subsisting corporation under the laws of the Province of Alberta
2. The Filer's head offices are located in Calgary, Alberta and Houston, Texas.
3. The Filer is a reporting issuer in the provinces of Alberta, Ontario and Nova Scotia (the "Jurisdictions").
4. The authorized share capital of the Filer consists of an unlimited number of Class B common voting shares (the "Class B Shares") of which 100 Class B Shares are issued and outstanding as of the date hereof.
5. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 security holders in total in Canada.
6. The former common shares of the Filer (the "Filer Common Shares") were delisted from trading on the Canadian National Stock Exchange in May of 2009 and, accordingly, no securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.
7. The Filer is not in default of any of its obligations as a reporting issuer as of the date hereof, other than the obligation to file: (a) its annual audited financial statements, management's discussion and analysis and certification of annual filings for the years ended December 31, 2009 and December 31, 2010 (the "Annual Filings"); (b) interim unaudited financial statements, interim management's discussion and analysis and certification of interim filings for the interim periods ended March 31, 2010, June 30, 2010, September 30, 2010, and March 31, 2011; and (c) the applicable form and associated filing fees under Rule 13-502 Fees in respect of its years ended December 31, 2009 and December 31, 2010.
8. The Ontario CTO was issued due to the failure of the Filer to file its Annual Filings.
9. The Filer is also subject to cease trade orders (the "Other CTOs") in British Columbia and Alberta for its failure to file required filings under applicable securities laws. The Filer has applied for and expects to be granted concurrently with this Application, full revocations of the Other CTOs (the "Other Full Revocation Orders").
10. The Filer has applied for and expects to be granted concurrently with this Application and the Other Full Revocation Orders, a decision that the Filer has ceased to be a reporting issuer in each of the Jurisdictions other than British Columbia where the Filer has voluntarily surrendered its reporting issuer status under British Columbia Instrument 11-502 Voluntary Surrender of Reporting Issuer Status.
11. On December 1, 2010 the Filer filed with the Court of Queen's Bench of Alberta in Bankruptcy and Insolvency (the "Court") a proposal (Superintendent Estate No. 25-1437919, Court File No. 25-1437919) (the "Proposal"), pursuant to the provisions of Part III Division I of the Bankruptcy and Insolvency Act, to restructure and reorganize the financial affairs of the Filer, to compromise the claims of the Unsecured Creditors, restructure the share capital of the Filer, and thereby obtain the continued support of D.R.S. Resource Investments Inc. and Dox Investments Inc. (collectively, the "Sponsors") to allow it to avoid being placed in receivership and to allow it to conduct a restructuring of its operations on a going concern basis. The Proposal named Hardie & Kelly Inc. as trustee under the Proposal (the "Trustee").
12. The Proposal was approved pursuant to a Court Order issued by the Court on January 13, 2011.
13. On February 11, 2011, in accordance with the Proposal, the Filer received a partial revocation order (the "Partial Revocation Order") from the Alberta Securities Commission in respect of the following trades: (a) the designation of all Filer Common Shares as two hundred (200) retractable Class B Shares; (b) the issuance of one hundred (100) Class B Shares to the two (2) Sponsors or their nominees as partial consideration for funding the Proposal; (c) the retraction and cancellation of all Filer Common Shares for no consideration; and (d) the cancellation without compensation of all options, warrants and other rights to acquire Filer Common Shares.
14. The Filer has satisfied every condition of the Partial Revocation Order.
15. On March 1, 2010, in accordance with the Proposal, the Filer filed articles of reorganization to create a new class of common shares designated as Class B Shares and re-designate all previously existing Filer Common Shares as redeemable shares.
16. Effective March 1, 2011, all previously existing Filer Common Shares were re-designated as redeemable shares and were redeemed and cancelled, without further act required, and all related options, warrants and other rights to acquire previously existing Filer Common Shares were cancelled. No payments will be made to shareholders or holder of associated rights.
17. In accordance with the Proposal, one hundred (100) Class B Shares were issued to the two Sponsors or their nominee as partial consideration for funding the Proposal. As a result of the implementation of the Proposal, the two (2) Sponsors or their nominee acquired one hundred percent (100%) ownership and control of the Filer and all of its consolidated operations. Accordingly, no securities of the Filer are traded on a market place as defined in National Instrument 21-101 Market Place Operation.
18. On January 13, 2011, the Trustee confirmed that the Proposal had been fully performed and the Proposal was completed as of March 1, 2011.
AND UPON considering the Application and the recommendation of the staff of the Commission;
AND UPON the Director being satisfied to do so would not be prejudicial to the public interest;
IT IS ORDERED, pursuant to section 144 of the Act, that the Ontario CTO is revoked.
DATED June 14, 2011.