Cliffmont Resources Ltd. - s. 144
Headnote
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, 144.
IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act") AND IN THE MATTER OF CLIFFMONT RESOURCES LTD.
ORDER (Section 144 of the Act)
WHEREAS the securities of Cliffmont Resources Ltd. (the Applicant) are subject to a cease trade order dated February 9, 2016, issued by the Director of the Ontario Securities Commission (the Commission) pursuant to paragraph 2 of subsection 127(1) and subsection 127(4.1) of the Act (the Ontario Cease Trade Order), directing that all trading in the securities of the Applicant, whether direct or indirect, cease until the Ontario Cease Trade Order is revoked by the Director;
AND WHEREAS the Ontario Cease Trade Order was made on the basis that the Applicant was in default of certain filing requirements under Ontario securities law as described in the Ontario Cease Trade Order;
AND WHEREAS the Applicant has applied to the Commission 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 on April 12, 2006 under the laws of the province of Ontario under the name "Cumbre Ventures Inc.". On November 9, 2007, the Applicant changed its name to "Atlas Minerals Inc.". On February 22, 2010 the Applicant changed its name to "Cliffmont Resources Ltd.".
2. The Applicant's head office is located at 1305-1090 W. Georgia Street, Vancouver, British Columbia, V6E 3V7.
3. The Applicant is a reporting issuer under the securities legislation of the provinces of British Columbia, Alberta, and Ontario (the Reporting Jurisdictions). The Applicant is not a reporting issuer in any other jurisdiction in Canada. The Applicant's principal regulator is the British Columbia Securities Commission (the BCSC).
4. The Applicant's authorized share capital consists of an unlimited number of common shares without par value (the Common Shares) and an unlimited number of preferred shares (the Preferred Shares). As of the date hereof, there are 39,540,787 Common Shares issued and outstanding.
5. As of the date hereof, the Applicant has no other securities, including debt securities, issued and outstanding.
6. The Common Shares were listed on the TSX Venture Exchange under the symbol "CMO.V", but the trading of the securities is currently suspended. The Common Shares are not currently listed on any other exchange or market in Canada or elsewhere.
7. The Ontario Cease Trade Order was issued as a result of the Applicant's failure to file its annual audited financial statements, accompanying management's discussion and analysis (MD&A) and related certifications as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109 Certificates) for the fiscal year ended September 30, 2015 (collectively, the 2015 Annual Filings).
8. The Applicant is also subject to a cease trade order issued by the BCSC dated February 5, 2016 (the BC Cease Trade Order) and a reciprocal cease trade order issued by the Alberta Securities Commission (the ASC) (together with the Ontario Cease Trade Order, the BC Cease Trade Order and the ASC reciprocal cease trade order, the Cease Trade Orders).
9. The Applicant applied to the BCSC for a partial revocation of the BC Cease Trade Order in order to complete a private placement to enable it to raise sufficient funds to prepare and file all outstanding continuous disclosure records, and provide it with sufficient working capital to continue its operations until it can apply for and receive a full revocation of the Cease Trade Orders. The partial revocation of the BC Cease Trade Order was granted on February 15, 2017. The private placement took place in British Columbia only and there was no trading of the Applicant's securities in Ontario.
10. The Applicant has concurrently applied to the BCSC for a full revocation of the BC Cease Trade Order.
11. Subsequent to the issuance of the Ontario Cease Trade Order, the Applicant failed to file in the Reporting Jurisdictions the following continuous disclosure documents within the prescribed time-frame in accordance with the requirements of applicable securities laws:
(i) all audited annual financial statements, accompanying MD&A and related NI 52-109 Certificates for the financial years ended September 30, 2016 to September 30, 2017; and
(ii) all unaudited interim financial statements, accompanying MD&A and related NI 52-109 Certificates for interim periods ended December 31, 2016 through December 31, 2017.
12. Since the issuance of the Ontario Cease Trade Order, the Applicant has filed in the Reporting Jurisdictions:
(i) the audited annual financial statements, accompanying MD&A and related NI 52-109 Certificates for the financial years ended September 30, 2016 and 2017; and
(ii) the unaudited interim financial statements, accompanying MD&A and related NI 52-109 Certificates for the three months ended December 31, 2017.
13. The Applicant has not filed the audited annual financial statements, accompanying MD&A and related NI 52-109 Certificates for the year ended September 30, 2015 (collectively, the Outstanding 2015 Filings) as the audited annual financial statements for the year ended September 30, 2016 provide the audited 2015 comparative figures. The Applicant has requested the Commission to exercise its discretion in accordance with section 7 of National Policy 12-202 Revocation of Certain Cease Trade Orders and elect not to require the Applicant to file the Outstanding 2015 Filings.
14. The Applicant has not filed the unaudited interim financial statements, accompanying MD&A, related NI 52-109 Certificates for the interim periods ended December 31, 2015 to June 30, 2017 (collectively, the Outstanding Interim Filings) and has requested the Commission to exercise its discretion in accordance with section 6 of National Policy 12-202 Revocation of Certain Cease Trade Orders and elect not to require the Applicant to file the Outstanding Interim Filings.
15. Except for the Outstanding 2015 Filings and Outstanding Interim Filings, the Applicant is (i) up-to-date with all of its other continuous disclosure obligations; (ii) not in default of any requirements under applicable securities legislation or the rules and regulations made pursuant thereto in any of the Reporting Jurisdictions, except for the existence of the Cease Trade Orders; and (iii) not in default of any of its obligations under the Cease Trade Orders.
16. The Applicant's issuer profile on the System for Electronic Document Analysis and Retrieval (SEDAR) and issuer profile supplement on the System for Electronic Disclosure by Insiders (SEDI) are current and accurate.
17. As of the date hereof, the Applicant has paid all outstanding activity, participation and late filing fees that are required to be paid to the Commission and has filed all forms associated with such payments.
18. The Applicant is not considering nor is it involved in any discussions related to, a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.
19. Since the issuance of the Cease Trade Orders, there have not been any material changes in the business, operations or affairs of the Applicant that have not been disclosed to the public.
20. The Applicant has given the Commission a written undertaking that the Applicant will hold an annual meeting of shareholders within three months after the date on which the Ontario Cease Trade Order is revoked.
21. Other than the Cease Trade Orders, the Applicant has not previously been subject to a cease trade order issued by any securities regulatory authority.
22. Upon the issuance of this revocation order and concurrent revocation order from the BCSC, the Applicant will issue a news release announcing the revocation of the Cease Trade Orders and concurrently file the news release and a related 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 at Toronto, Ontario on this 27 day of April, 2018.