Acadian Energy Inc. -- 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.
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, CHAPTER S.5, AS AMENDED
(The "Act")
AND
IN THE MATTER OF
ACADIAN ENERGY INC.
ORDER
(Section 144)
WHEREAS the securities of Acadian Energy Inc. (the Applicant) are subject to a temporary cease trade order made by the Director dated August 4, 2011 under paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, and a further cease trade order made by the Director dated August 16, 2011 under paragraph 2 of subsection 127(1) of the Act (together, the Cease Trade Order) directing that trading in and acquisitions of the securities of the Applicant cease until the Cease Trade Order is revoked by the Director;
AND WHEREAS the 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 Cease Trade Order;
AND WHEREAS the Applicant has made an application to the Ontario Securities Commission (the Commission) for a revocation of the Cease Trade Order pursuant to subsection 144(1) of the Act;
AND UPON the Applicant representing to the Commission that:
1. The Applicant was incorporated as York Ridge Lifetech Inc. under the Business Corporations Act (Ontario) on March 28, 2007 and filed articles of amendment with the Ministry of Government Services (Ontario) changing its name to Acadian Energy Inc. on March 16, 2011.
2. The Applicant is a reporting issuer or the equivalent under the securities legislation of the provinces of Ontario, Alberta and British Columbia (the Reporting Jurisdictions). The Applicant is not a reporting issuer in any other jurisdiction in Canada.
3. The Applicant is authorized to issue two classes of shares designed as common shares and Class A Restricted Voting Shares of which 2,505,748 common shares and 3,539,157 Class A Restricted Voting Shares are issued and outstanding.
4. The Applicant's common shares are listed for trading on the TSX Venture Exchange Inc. (TSX-V) under the symbol "ACX". The TSX-V halted trading of the Applicant's shares on August 4, 2011. The Applicant's securities are not listed or quoted on any other exchange or market in Canada or elsewhere.
5. The Cease Trade Order was issued as a result of the Applicant's failure to file audited annual financial statements for the year ended December 31, 2010, interim financial statement for the three-month period ended March 31, 2011, management's discussion and analysis (MD&A) relating to the interim financial statements for the three-month period ended March 31, 2011 and certificates of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109) (collectively, the Required Documents).
6. The Applicant is also subject to a cease trade order issued by the British Columbia Securities Commission dated August 5, 2011 (the B.C. CTO) for failure to file the Required Documents. The Applicant has concurrently applied for a revocation of the B.C. CTO.
7. On November 8, 2011, the Applicant filed the Required Documents with the Commission.
8. On November 8, 2011, the Applicant also filed interim financial statements, MD&A and corresponding certificates of interim filings for the six-month period ended June 30, 2011.
9. On November 30, 2011, the Applicant filed interim financial statement for the nine-month period ended September 30, 2011, related MD&A and certificates as required by NI 52-109.
10. On December 1, 2011, the Applicant filed amended and restated MD&A for the financial periods ended March 31, 2011 and June 30, 2011.
11. As a result, the Applicant has filed all outstanding continuous disclosure documents that are required to be filed under Ontario securities law.
12. The Applicant is not in default of any requirements of the Cease Trade Order or the Act or the rules and regulations made pursuant thereto.
13. The Applicant has paid all outstanding participation fees and late fees that are required to be paid to the Commission.
14. The Applicant has provided an undertaking to the securities regulatory authorities in the Reporting Jurisdictions to hold an annual general meeting within two months after the date on which the Applicant files its annual financial statements for the year ended December 31, 2011.
15. The Applicant has paid all outstanding activity, participation and late filing fees that are required to be paid.
16. There have been no material changes to the Applicant's business or operations since the date of the Cease Trade Order, and there are currently no such material changes planned.
17. The Applicant's SEDAR profile and SEDI issuer profile supplement are current and accurate.
18. The Applicant is not considering, nor is it involved in any discussions relating to, a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.
19. Upon the issuance of this revocation order, the Applicant will issue a news release announcing the revocation of the Cease Trade Order. The Applicant will concurrently file the news release and material change report on SEDAR.
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 Cease Trade Order;
IT IS ORDERED, pursuant to section 144 of the Act, that the Cease Trade Order is revoked.
DATED at Toronto this 6th day of December, 2011.