New Moon Minerals Corp. – s. 144
Headnote
Section 144 -- full revocation of cease trade order upon remedying of defaults.
Statutes Cited
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, c. S.5, AS AMENDED
(the Act)
AND
IN THE MATTER OF
NEW MOON MINERALS CORP.
(the Applicant)
ORDER
(Section 144)
WHEREAS the securities of New Moon Minerals Corp. (the "Applicant") are subject to a temporary cease trade order dated June 14, 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 June 26, 2013 made 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 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 having applied to the Ontario Securities Commission (the "Commission") for an order 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 is a corporation incorporated under the federal laws of Canada. The head office of the Applicant is located in Delta, British Columbia.
2. The Applicant is a reporting issuer or the equivalent under the securities legislation of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario (the "Reporting Jurisdictions"). The Applicant is not a reporting issuer in any other jurisdiction in Canada.
3. The Applicant's authorized share capital consists of an unlimited number of common shares without par value of which 33,879,351 shares are issued and outstanding.
4. The Applicant's common shares are not listed for trading on any stock exchange.
5. The Ontario Cease Trade Order was issued as a result of the Applicant's failure to file its annual financial statements along with associated Management's Discussion and Analysis (the "MD&A") and applicable executive officers' certificates required under National Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109") for the year ending January 31, 2013 (the "Annual Filings").
6. The Applicant was also subject to a similar cease trade order issued by the British Columbia Securities Commission on June 7, 2013 as a result of the failure to file the Annual Filings within the time prescribed by the applicable securities legislation. A formal application for revocation of the cease trade order in British Columbia is not required, as the filing of the Annual Filings constitutes such application (which was completed on July 2, 2013). The cease trade order issued by the British Columbia Securities Commission was revoked on July 3, 2013 and no cease trade orders exist in respect of the Applicant's securities in any jurisdiction other than Ontario.
7. Since the issuance of the Ontario Cease Trade Order, the Applicant has filed, among other things, the following continuous disclosure documents with the Reporting Jurisdictions on July 2, 2013:
(a) Form 13-502F1 -- Class 1 Reporting Issuers -- Participation Fee for the year ended January 31, 2013;
(b) Annual Financial Statements and MD&A for the year ended January 31, 2013; and
(c) Certificates pursuant to NI 52-109 for the year ended January 31, 2013.
8. The Applicant is not in default of any requirements of the Ontario Cease Trade Order or the Legislation.
9. The Applicant has filed all outstanding continuous disclosure documents that are required to be filed in the Reporting Jurisdictions.
10. The Applicant has paid all outstanding activity, participation and late filing fees that are required to be paid.
11. The Applicant's SEDAR profile and SEDI issuer profile supplement are current and accurate.
12. Upon the issuance of this revocation order, the Applicant will issue a news release and concurrently file a material change report on SEDAR announcing the revocation of the Ontario Cease Trade Order.
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 this 25th day of July, 2013.