Consolidated Tanager Limited -- s.144
Headnote
Application by an issuer for a full 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 (the "Act") AND IN THE MATTER OF CONSOLIDATED TANAGER LIMITED
ORDER (Section 144)
WHEREAS the securities of Consolidated Tanager Limited (the "Applicant") are subject to a temporary cease trade order dated November 7, 2013 issued by the Director of the Ontario Securities Commission (the "Commission"), pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, as extended by a further cease trade order dated November 20, 2013 issued by the Director pursuant to paragraph 2 of subsection 127(1) of the Act (collectively, the "Ontario Cease Trade Order"), ordering 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 for a full revocation of the Ontario Cease Trade Order (the "Application") pursuant to section 144 of the Act;
AND UPON the Applicant having represented to the Commission as follows:
1. The Applicant was incorporated in the Province of Ontario on May 1, 1987, under the name of 716206 Ontario Limited. On October 7, 1987, the Applicant changed its name to Tanager Resources Limited, and on December 7, 1992, it changed its name to Consolidated Tanager Limited. The Applicant is currently governed by the Business Corporations Act (Ontario). The Applicant's head and registered offices are located in the city of Toronto, Ontario.
2. The Applicant is a reporting issuer in the provinces of Ontario, Alberta and British Columbia and is not a reporting issuer or equivalent under the securities legislation of any other jurisdiction in Canada.
3. The authorized capital of the Applicant consists of an unlimited number of common shares without par value ("Common Shares"). As of February 11, 2014, the Applicant has 5,372,350 Common Shares issued and outstanding. Other than its Common Shares, the Applicant has no securities, including debt securities, outstanding.
4. No securities of the Applicant are listed or traded on any stock exchange or market in Canada or elsewhere.
5. The Ontario Cease Trade Order was issued as a result of the Applicant's failure to file with the Commission its audited annual financial statements for the year ended June 30, 2013, the management's discussion and analysis relating to the audited annual financial statements for the year ended June 30, 2013 as well as the certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuer's Annual and Interim Filings ("NI 52-109") for the corresponding period (collectively, the "2013 Annual Filings").
6. Subsequent to the issuance of the Ontario Cease Trade Order, the Applicant also failed to file with the Commission, within the timeframe stipulated by the applicable legislation, its interim financial statements for the period ended September 30, 2013, the management's discussion and analysis relating to the interim financial statements for the period ended September 30, 2013 as well as the certification of the foregoing filings as required by NI 52-109 for the corresponding period (collectively, the "Q1 2014 Interim Filings").
7. The Applicant is also subject to a temporary cease trade order dated November 7, 2013 issued by the British Columbia Securities Commission (the "B.C. Cease Trade Order").
8. On January 13, 2014, the Applicant filed on the System for Electronic Document Analysis and Retrieval ("SEDAR") the 2013 Annual Filings and the Q1 2014 Interim Filings.
9. Pursuant to Part 2 of NP 12-202, because the B.C. Cease Trade Order was in effect for 90 days or less at the time of the filing of the 2013 Annual Filings and the Q1 2014 Interim Filings, such filing is deemed to constitute the application for an order revoking the B.C. Cease Trade Order.
10. As a result of deficiencies in the Applicant's continuous disclosure filings, the Applicant was required to revise and re-file its condensed interim financial statements for the six months ended December 31, 2013 as well as the certification of the foregoing filings as required by NI 52-109 for the corresponding period (the "Q2 2014 Interim Filings") as well as the notes to the condensed interim financial statements for the nine months ended March 31, 2013 (the "Q3 2013 Notes").
11. On April 2, 2014 the Applicant filed on SEDAR the revised Q2 2014 Interim Filings and Q3 2013 Notes.
12. The Applicant has paid all outstanding participation fees, filing fees and late fees owing to the Commission, the British Columbia Securities Commission and the Alberta Securities Commission.
13. The Applicant's SEDAR and SEDI profiles are up to date.
14. Other than the Ontario Cease Trade Order and the B.C. Cease Trade Order, the Applicant is not in default of its continuous disclosure obligations under Ontario, Alberta or British Columbia securities laws.
15. In connection with the Application the Applicant has given the Commission a written undertaking (the "Undertaking") to the following effects:
a) 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; and,
b) that the Applicant will not complete
(i) a restructuring transaction involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada,
(ii) a reverse take-over with a reverse take-over acquirer that has direct or indirect, existing or proposed, material underlying business which is not located in Canada, or
(iii) a significant acquisition involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada,
unless,
(i) the Applicant files a preliminary prospectus and a final prospectus with the Ontario Securities Commission and obtains receipts for the preliminary prospectus and the final prospectus from the Director under the Securities Act (Ontario),
(ii) the Applicant files or delivers with the preliminary prospectus and the final prospectus the documents required by Part 9 of National Instrument 41-101 General Prospectus Requirements ("NI 41-101") including a completed personal information form and authorization in the form set out in Appendix A of NI 41-101 for each current and incoming director, executive officer and promoter of the Applicant, and
(iii) the preliminary prospectus and the final prospectus contain the information required by the applicable securities legislation, including the information required for a probable restructuring transaction, reverse takeover or significant acquisition (as applicable);
16. Upon the issuance of this revocation order, the Applicant will issue a news release and file a material change report on SEDAR to announce the revocation of the Ontario Cease Trade Order, which news release will also disclose a description of the aforementioned Undertaking.
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 hereby revoked.
DATED at Toronto, Ontario on this 9th day of April, 2014.