ScotOil Petroleum Limited -- 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
SCOTOIL PETROLEUM LIMITED
(the "Applicant")
ORDER
(Section 144)
WHEREAS the securities of the Applicant are subject to a cease trade order made by the Director dated March 12, 2010 under paragraph 2 of subsection 127(1) and 127(5) of the Act and as extended by a further cease trade order made by the Director dated March 24, 2010 under paragraph 2 of subsection 127(1) of the Act directing that all trading in securities of the Applicant, whether direct or indirect, shall cease until a further order by the Director (together, the "Cease Trade Order").
AND WHEREAS the Applicant has applied to the Ontario Securities Commission (the "Commission") pursuant to section 144 of the Act (the "Application") for a full revocation of the Cease Trade Order.
AND WHEREAS the Applicant has represented to the Commission that:
1. The Applicant is a reporting issuer in British Columbia, Alberta and Ontario.
2. The Cease Trade Order was issued due to the default of the Applicant to file annual financial statements, for its financial year ended December 31, 2008, its annual audited financial statements, related management's discussion & analyses ("MD&A") and certifications pursuant to National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings ("Certifications") and an annual information form all pursuant to National Instrument 51-102 - Continuous Disclosure Obligations, and, for its interim financial periods ended March 31, 2009, June 30, 2009 and September 30, 2009, and related MD&A and Certifications (the "Continuous Disclosure Documents").
3. The Applicant was also subject to similar cease trade orders issued by the Alberta Securities Commission (the "ASC") on March 2, 2010 and British Columbia Securities Commission (the "BCSC") on March 3, 2010 for similar reasons.
4. The Applicant has requested full revocation of the cease trade orders from the British Columbia Securities Commission and Alberta Securities Commission.
5. On February 5, 2009, the Applicant commenced proceedings (the "CCAA Proceedings") and obtained an Order from the Alberta Court of Queen's Bench (the "Court") for protection under the Companies' Creditors Arrangement Act ("CCAA").
6. Pursuant to the CCAA Proceedings, all of the Applicant's assets were liquidated and set aside for distribution to its creditors (the "Distribution Pool") under a consolidated plan of arrangement and reorganization of the Applicant (the "Plan") approved by the Applicant's creditors at a meeting held on August 25, 2009 and by the Court on September 16, 2009. In addition and pursuant to the Plan, all of the Applicant's common shares were consolidated on the basis of one (1) post-consolidation common share for every ten (10) pre-consolidation common shares, and the Applicant's name was changed from "Oilexco Incorporated" to "ScotOil Petroleum Limited". The Applicant filed articles of reorganization on September 18, 2009 in respect thereof. Pursuant to an Order on February 14, 2011, the Court directed the court-appointed monitor under the CCAA (the "Monitor") to make the final distribution of the Distribution Pool to creditors and discharged the Monitor from its duties under the CCAA Proceedings.
7. As at the date hereof, as a result of the CCAA Proceedings and the implementation of the Plan, the Applicant does not have any assets.
8. The Applicant's failure to file the Continuous Disclosure Documents was a consequence of financial hardship as a result of a complete lack of funds and the CCAA Proceedings, pursuant to which all of the Applicant's assets had been liquidated and set aside for distribution to its creditors.
9. To bring its disclosure up to date, the Applicant has filed the following continuous disclosure documents:
(a) audited annual financial statements for the years ended December 31, 2008 and 2009 and related MD&A and Certifications;
(b) interim unaudited financial statements for the periods ended March 31, 2010, June 30, 2010 and September 30, 2010 and related MD&A and Certifications; and
(c) annual information form and audited annual financial statements for the year ended December 31, 2010 and related MD&A and Certifications.
10. The Applicant has paid all outstanding participation fees, filing fees and late fees which are owing to the Commission.
11. The Applicant intends to call and hold an annual meeting within three months of the date of the revocation of the Cease Trade Order.
12. The Applicant's SEDAR profile and SEDI issuer profile supplement are current and accurate.
13. To the best of management's knowledge, the Filer is not in default of any of the requirements of the Act or the rules and regulations made pursuant thereunder.
14. The Applicant will issue a news release and file a material change report upon issuance of the order revoking the Cease Trade Order to announce the revocation of the Cease Trade Order.
AND UPON considering the Application and the recommendation of staff of the Commission;
AND UPON the staff being satisfied that to do so would not be prejudicial to the public interest;
IT IS ORDERED pursuant to section 144 of the Act that the Cease Trade Order be and is hereby revoked.
DATED at Toronto, Ontario this 9th day of June, 2011.