Escondoro Resources Ltd.
Headnote
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions - Application by a reporting issuer for an order that it is not a reporting issuer in the Jurisdictions. Issuer in default of certain continuous disclosure requirements. Requested relief granted.
Applicable Legislative Provision
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(b).
July 2, 2008
IN THE MATTER OF
THE SECURITIES LEGISLATION
OF QUEBEC, ONTARIO AND ALBERTA
(the Jurisdictions)
AND
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF
APPLICATIONS IN MULTIPLE JURISDICTIONS
AND
IN THE MATTER OF
ESCONDORO RESOURCES LTD.
(the Filer)
DECISION
Background
The securities regulatory authorities or the regulators in the Jurisdictions (the Decision Makers) have received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer is not a reporting issuer (the Exemptive Relief Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):
(a) the Autorité des marchés financiers is the principal regulator for this application, and
(b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Makers.
Interpretation
Terms defined in Regulation 14-101 respecting Definitions have the same meaning if used in this decision, unless otherwise defined.
Representations
This decision is based on the following facts represented by the Filer:
1. The Filer was incorporated under the Canada Business Corporations Act on December 15, 2006 under the name Ressources Escondoro Ltée / Escondoro Resources Ltd.
2. The head office of the Filer is located at 2505 Laurier Boulevard, Suite 240, Quebec City, Quebec, G1V 2L2.
3. In connection with its initial public offering (the Offering), the Filer filed, on December 20, 2007, a final prospectus (the Prospectus) with the securities regulatory authorities of Quebec, Ontario, Alberta and British Columbia.
4. Upon issuance of a receipt for the Prospectus on December 21, 2007, the Filer became a reporting issuer in Quebec, Ontario, Alberta and British Columbia.
5. On March 3, 2008, the Filer filed an amended and restated prospectus dated February 29, 2008 (the Amended Prospectus), for which a receipt was issued on March 12, 2008 in Quebec, Ontario, Alberta and British Columbia.
6. The Filer has discontinued the Offering, it has not distributed and has no intention to distribute its securities by prospectus.
7. The Filer currently has the same security holders as it had prior to filing the Prospectus and the Amended Prospectus.
8. On May 7, 2008, the Filer filed a notice in British Columbia pursuant to the provisions of BC Instrument 11-502, Voluntary Surrender of Reporting Issuer Status to cease to be a reporting issuer. The Filer ceased to be a reporting issuer in British Columbia on May 18, 2008.
9. The Filer is authorized to issue an unlimited number of common shares without par value, of which 11,736,667 are currently issued and outstanding.
10. The outstanding securities of the Filer have not changed since it filed the Prospectus.
11. To the knowledge of the Filer, no trading of its securities has occurred since it filed the Prospectus.
12. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada, except for Quebec, where the Filer has 19 security holders.
13. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by less than 51 security holders in total in Canada.
14. No securities of the Filer are traded on a marketplace as defined in Regulation 21-101 respecting Marketplace Operation.
15. The Filer is applying for a decision from the Decision Makers that it is not a reporting issuer in the Jurisdictions.
16. The Filer is not in default of any of its obligations under the Legislation as a reporting issuer, except that the Filer has not filed (i) its annual financial statements and annual MD&A for the year ended December 31, 2007 as well as its interim financial statements and interim MD&A for the period ended March 31, 2008 as required under Regulation 51-102 respecting Continuous Disclosure Obligations and (ii) its certification of annual and interim filings as required under Regulation 52-109 respecting Certification of Disclosure in Issuers' Annual and Interim Filings.
17. On June 9, 2008, the Filer issued and filed a news release announcing that it decided to postpone the Offering and an application was filed with the Jurisdictions to cease to be a reporting issuer.
Decision
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Exemptive Relief Sought is granted.