Unbridled Energy Corporation - s. 1(11)(b)
Headnote
Section 1(11) - order that issuer is a reporting issuer for purposes of Ontario securities law - issuer already a reporting issuer in British Columbia and Alberta - issuer's securities listed for trading on the TSX Venture Exchange - continuous disclosure requirements in British Columbia and Alberta are substantially the same as those in Ontario.
Statutes Cited
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11).
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED
(the Act)
AND
IN THE MATTER OF
UNBRIDLED ENERGY CORPORATION
ORDER
(Clause 1(11)(b))
UPON the application of Unbridled Energy Corporation (the Applicant) for an order pursuant to clause 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 Ontario Securities Commission (the Commission);
AND UPON the Applicant representing to the Commission as follows:
1. The Applicant was incorporated under the former Company Act (British Columbia) on October 6, 2003 and transitioned under the new British Columbia Business Corporations Act on August 23, 2004 with its registered and records office located at 3000 Royal Centre, 1055 West Georgia Street, Vancouver, British Columbia, V6E 3R3.
2. The Applicant's head office is located at Suite 400, 2424 4th Street SW, Calgary, Alberta, T2S 2T4.
3. The authorized capital of the Applicant consists of an unlimited number of common shares without par value, of which 69,933,618 common shares are issued and outstanding, and an unlimited number of preferred shares, none of which are issued and outstanding as at the date hereof.
4. The Applicant has been a reporting issuer under the Securities Act (British Columbia) (the BC Act) and the Securities Act (Alberta) (the Alberta Act) since February 7, 2005.
5. As of the date hereof, the Applicant is not on the list of defaulting reporting issuers maintained pursuant to the BC Act or the Alberta Act, and, to the best of its knowledge, is not in default of any of its obligations under the BC Act or the Alberta Act.
6. The Applicant is not currently a reporting issuer or the equivalent in any jurisdiction in Canada other than British Columbia and Alberta.
7. The continuous disclosure requirements of the BC Act and the Alberta Act are substantially the same as the requirements under the Act.
8. The continuous disclosure materials filed by the Applicant under the BC Act and the Alberta Act since November 2004 are available on the System for Electronic Document Analysis and Retrieval.
9. The Applicant's securities are traded on the TSX Venture Exchange (TSXV) under the symbol "UNE", the Frankfurt Stock Exchange under the symbol "O4U" and the OTC Bulletin Board under the symbol "UNEFF". The Applicant's securities are not traded on any other stock exchange or trading or quotation system.
10. The Applicant is not in default of any of the rules or regulations of the TSXV and is not designated as a capital pool company by the TSXV.
11. The Applicant has a significant connection to Ontario in that, as of August 1, 2008, 54.6% of the Applicant's issued and outstanding common shares are held directly and indirectly by Ontario residents.
12. Neither the Applicant nor any of its predecessor entities, nor any of their officers, directors or controlling shareholders, 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;
except as follows:
(d) Mr. Craig Steinke, presently a director and officer of the Applicant,
(i) while employed as an investment advisor with the firm of Brink Hudson & Lefevre Ltd. ("Brink Hudson") during the period from 1989 to 1991, became involved with an issuer then known as Braner Resources Inc. ("Braner"). With the express consent of Brink Hudson management, Mr. Steinke purchased securities of Braner from his clients through his personal account. In addition, Mr. Steinke participated for his own account in investment transactions with certain of his family members. Subsequent to his departure from the investment industry, principals of Braner and Brink Hudson were investigated by the Vancouver Stock Exchange ("VSE") concerning trading in securities of Braner. Out of that investigation, the VSE concluded that Mr. Steinke's above-described trading activities were not appropriate. In 1994, Mr. Steinke agreed to settled the matter by paying a $7,500 administrative penalty; and
(ii) while serving as the Chief Executive Officer of Range Petroleum Corporation ("Range"), an issuer with shares listed for trading on the predecessor of the TSX Venture Exchange, was made subject to a cease trade order issued by the BC Securities Commission (the "BCSC"). The BCSC had brought to Mr. Steinke's attention some errors in his insider report filings, but was not satisfied with his initial efforts to rectify those errors. On December 10, 1999, the BCSC ordered that Mr. Steinke cease trading in securities of Range. On December 17, 1999, after Mr. Steinke had satisfactorily addressed the BCSC's concerns, the BCSC revoked its cease trade order.
13. Neither the Applicant nor any of its predecessor entities, nor any of their officers, directors or controlling shareholders, 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.
14. None of the officers, directors, or controlling shareholders 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.
15. The Applicant will remit all participation fees due and payable by it pursuant to 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 to do so is in the public interest;
IT IS ORDERED pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.
DATED October 21, 2008