Lucrum Capital Corp. - s. 1(11)(b)
Headnote
Subsection 1(11)(b) - Order that the issuer is a reporting issuer for the purposes of Ontario securities law - Issuer already a reporting issuer in Alberta and British Columbia - Issuer's securities listed for trading on the TSX Venture Exchange - Continuous disclosure requirements in Alberta and British Columbia substantially the same as those in Ontario - Issuer has a significant connection to Ontario.
Statutes Cited
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED
(the Act)
AND
IN THE MATTER OF
LUCRUM CAPITAL CORP.
ORDER
(Subsection 1(11)(b))
UPON the application of Lucrum Capital Corp. (the Applicant) to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law;
AND UPON considering the application and the recommendations of the staff of the Commission;
AND UPON the Applicant representing to the Commission as follows:
1. The Applicant was incorporated on March 1, 2007 pursuant to the Business Corporations Act (British Columbia).
2. The Applicant's head office is located at 2068 Brays Lane, Oakville, Ontario, L6M 2S6. The Applicant's registered office is located at 2900 -- 550 Burrard Street, Vancouver, British Columbia, V6C 0A3.
3. The Applicant completed a qualifying transaction on August 28, 2008 (the Qualifying Transaction), whereby the Applicant acquired Sheltered Oak Resources Inc. (SOR), an Ontario corporation, pursuant to the terms of an amalgamation agreement between the Applicant, SOR and Lucrum Acquisition Corp., a wholly-owned subsidiary of the Applicant.
4. As of the date hereof, the Applicant's authorized share capital consists of an unlimited number of common shares (the Common Shares), of which 17,135,808 Common Shares are issued and outstanding. The Applicant has outstanding obligations to issue: (i) 4,180,543 Common Shares upon the exercise of 4,180,543 outstanding common share purchase warrants (Warrants); and (ii) 450,000 Common Shares upon the exercise of 450,000 outstanding common share purchase options (Options).
5. The Applicant's Common Shares have been listed and posted for trading on the TSX Venture Exchange (the TSXV) since January 2, 2008 under the trading symbol "LRU". The Common Shares are not traded on any other stock exchange or trading or quotation system.
6. The Applicant is currently a reporting issuer in Alberta and British Columbia and has been a reporting issuer under the Securities Act (Alberta) (the Alberta Act) and the Securities Act (British Columbia) (the BC Act) since August 27, 2007.
7. The Applicant is not currently a reporting issuer or the equivalent in any jurisdiction in Canada other than Alberta and British Columbia.
8. As of the date hereof, the Applicant is not on the list of defaulting reporting issuers maintained pursuant to the Alberta Act or the BC Act and to the best of its knowledge is not in default of any of it obligations under the Alberta Act or the BC Act.
9. The continuous disclosure document requirements of the Alberta Act and the BC Act are substantially the same as the continuous disclosure requirements under the Act.
10. The materials filed by the Applicant under the Alberta Act and the BC Act are available on the System for Electronic Document Analysis and Retrieval (SEDAR), with July 20, 2007 being the date of the first electronic filing on SEDAR by the Applicant.
11. The Applicant is not in default of any of the rules, regulations or policies of the TSXV.
12. Pursuant to the policies of the TSXV, the Applicant is required to make an application to become a reporting issuer in Ontario upon determining that the Applicant has a significant connection to Ontario.
13. Since the closing of the Qualifying Transaction, the Applicant has come to have a significant connection to Ontario in that:
(a) as of the closing of the Qualifying Transaction, more than 50% of the Applicant's issued and outstanding Common Shares were held directly or indirectly by residents of Ontario;
(b) since the closing of the Qualifying Transaction, the head office of the Applicant has been relocated from British Columbia to Ontario;
(c) one half of the members of the board of directors of the Applicant are residents of Ontario; and
(d) the newly appointed President, Chief Executive Officer and Corporate Secretary of the Applicant is a resident of Ontario.
14. Neither the Applicant, nor any of its officers, directors, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, has:
(a) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;
(b) entered into a settlement agreement with a Canadian securities regulatory authority; or
(c) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.
15. Neither the Applicant, nor any of its officers, directors, nor, to the knowledge of the Applicant and its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been subject to:
(a) any known ongoing or concluded investigations by a Canadian securities regulatory authority, or a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or
(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.
16. Neither any of the officers or directors of the Applicant, nor, to the knowledge of the Applicant and its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been at the time of such event an officer or director of any other issuer which is or has been subject to:
(a) any cease trade or similar order, or order that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or
(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.
17. The Applicant will remit all participation fees due and payable by it pursuant to Ontario Securities Commission Rule 13-502 Fees by no later than two business days from the date of this Order.
AND UPON the Commission being satisfied that granting this Order would not be prejudicial to the public interest;
IT IS HEREBY ORDERED pursuant to subsection 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.
DATED at Toronto this 28th day of October 2008.