American Bullion Minerals Ltd. -- 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, c. S.5, AS AMENDED
(the "Act")
AND
IN THE MATTER OF
AMERICAN BULLION MINERALS LTD.
ORDER
(Section 144)
WHEREAS the securities of American Bullion Minerals Ltd. (the "Applicant") are subject to a temporary cease trade order made by the Director dated July 17, 2001 pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act and a further cease trade order made by the Director dated July 27, 2001 pursuant to subsection 127(8) of the Act directing that trading in the securities of the Applicant cease until the order is revoked by the Director (the "Ontario Cease Trade Order");
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 was incorporated under the Company Act (British Columbia) on June 11, 1987.
2. The head office of the Applicant is located at 200 - 580 Hornby Street, Vancouver, British Columbia, V6C 3B6.
3. The Applicant is a reporting issuer or the equivalent under the securities legislation of the Provinces of British Columbia, Alberta and Ontario (the "Reporting Jurisdictions"). The Applicant is not a reporting issuer in any other jurisdiction in Canada.
4. The Applicant's authorized capital consists of 100,000,000 common shares, of which approximately 20,524,831 common shares ("Common Shares") are issued and outstanding to 163 registered shareholders as of the date hereof.
5. The Applicant's common shares were delisted from the Toronto Stock Exchange on September 14, 2001 because the Applicant failed to maintain listing requirements. The Applicant currently has no securities listed or quoted on any market.
6. The Applicant is also subject to cease trade orders issued by the British Columbia Securities Commission on May 29, 2001 and the Alberta Securities Commission on June 22, 2001 (together with the Ontario Cease Trade Order, the "Cease Trade Orders").
7. The Cease Trade Orders were issued as a result of the Applicant's failure to file audited financial statements with the Reporting Jurisdictions for the financial year ended December 31, 2000.
8. Other than the Common Shares and security held by bcMetals Corporation (now Red Chris Development Company Ltd.) ("Red Chris") in respect of certain loans (as described below), the Applicant has no other securities outstanding.
9. The Applicant's principal asset is a 24% reversionary carried ownership interest in a group of mineral claims in northern British Columbia known as the Red Chris claims.
10. In August 2006, the Applicant was petitioned into bankruptcy by bcMetals Corporation, which was both its principal creditor and majority shareholder. Subsequently, a group of minority shareholders commenced litigation alleging oppression. On May 21, 2008 the bankruptcy was annulled by the Supreme Court of British Columbia. As a result of this litigation, the minority shareholders have had access to considerable information concerning the Applicant and its assets and liabilities.
11. On October 21, 2008, the British Columbia Securities Commission granted an order partially revoking the cease trade order issued in British Columbia to permit the completion of a loan agreement between the Applicant and Red Chris under which Red Chris agreed to advance to the Applicant a loan of up to $250,000. The loan is secured by a general security agreement creating a charge over all of the Applicant's assets.
12. On October 4, 2010, the British Columbia Securities Commission granted an order partially revoking the cease trade order issued in British Columbia to permit the completion of a loan agreement between the Applicant and Red Chris under which Red Chris agreed to advance to the Applicant a loan of up to $200,000. The loan is secured by a general security agreement creating a charge over all of the Applicant's assets.
13. Since the issuance of the Ontario Cease Trade Order on July 27, 2001, the Applicant has filed, among other things, the following continuous disclosure documents with the Reporting Jurisdictions:
(a) on May 20, 2003, audited annual financial statements for the years ended December 31, 2002 and 2001;
(b) on May 30, 2003, unaudited interim financial statements for the period ended March 31, 2003;
(c) on August 29, 2003, unaudited interim financial statements for the period ended June 30, 2003;
(d) on December 1, 2003, unaudited interim financial statements for the period ended September 30, 2003;
(e) on March 14, 2011, the 2011 technical report on the Red Chris Copper-Gold Project;
(e) on April 15, 2011, audited annual financial statements for the year ended December 31, 2003 together with the corresponding management discussion and analysis and Form 13-502F2 for such year;
(f) on April 15, 2011, audited annual financial statements for the years ended December 31, 2004, 2005, 2006, 2007, 2008 and 2009, together with the corresponding management discussion and analysis, certifications of the Applicant's chief executive officer and chief financial officer and Form 13-502F2 for each such year; and
(g) on April 15, 2011, unaudited interim financial statements for the periods ended March 31, 2009, June 30, 2009, September 30, 2009, March 31, 2010, June 30, 2010 and September 30, 2010, together in each case with comparative financial statements for the corresponding period of the prior year, and the corresponding management discussion and analysis and certifications of the Applicant's chief executive officer and chief financial officer for each such period.
14. The Applicant is not in default of any requirements of the Act or the rules and regulation made thereunder, with the exception of the filing of the following documents for which the Applicant has been provided relief from such filing requirements by the Applicant's principal regulator:
(a) audited annual financial statements for the year ended December 31, 2000;
(b) unaudited interim financial statements for the periods ended March 31, 2001 through September 30, 2002; and
(c) unaudited interim financial statements for the periods ended March 31, 2004 through September 30, 2008, and the corresponding management discussion and analysis for each such period,
(the "Relief").
15. The Applicant was provided with the Relief by the Applicant's principal regulator upon the Applicant's submission that it was not in the public interest for the Applicant to prepare annual financial statements for a period that ended more than 10 years ago, or to prepare interim financial statements and the corresponding management discussion and analysis for periods that ended more than two years ago, since this financial disclosure is provided in subsequent annual financial statements filed by the Applicant.
16. Since the issuance of the Ontario Cease Trade Order, material changes in the Applicant's business were disclosed in material change reports filed by the Applicant on October 29, 2008, October 2, 2009, October 30, 2009, January 29, 2010, April 30, 2010, July 7, 2010, August 31, 2010, October 8, 2010, January 6, 2011, February 9, 2011, March 16, 2011 and April 18, 2011.
17. The Applicant has provided an undertaking to the Reporting Jurisdictions to hold an annual general meeting within three months after the date on which this Order is granted.
18. The Applicant has paid all outstanding filing fees, participation fees and late filing fees in the Reporting Jurisdictions.
19. The Applicant's SEDAR and SEDI profiles are current and accurate.
20. 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, other than the plan of arrangement involving the Applicant, the shareholders of the Applicant, Red Chris Development Company Ltd. and Imperial Metals Corporation disclosed in the news release issued on April 15, 2011 and the material change report filed by the Applicant on April 18, 2011.
21. Upon the issuance of this revocation order, the Applicant will issue a news release announcing the revocation of the Cease Trade Orders. 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 Ontario Cease Trade Order.
IT IS ORDERED pursuant to Section 144 of the Act that the Ontario Cease Trade Order is revoked.
DATED this 20th day of April, 2011.