American Resource Corporation Ltd.
THE SECURITIES ACT
R.S.O. 1990, CHAPTER S.5, AS AMENDED (THE "Act")
AND
IN THE MATTER OF
AMERICAN RESOURCE CORPORATION LIMITED
ORDER
(SECTION 144)
WHEREAS the securities of American Resource Corporation Limited ("ARC") are subject to a Temporary Order of the Deputy Director dated June 3, 1994, and extended by the Order of the Deputy Director dated June 15, 1994 made under the predecessor to section 127 of the Act (collectively, the "Cease Trade Order") directing that trading in the securities of ARC cease;
AND WHEREAS ARC has made application to the Director (the "Director") of the Ontario Securities Commission (the "Commission") pursuant to section 144 of the Act for a revocation of the Cease Trade Order;
AND UPON ARC having represented to the Director that:
1. ARC is a merchant financing company, incorporated under the laws of Bermuda on August 27, 1981.
2. ARC became a reporting issuer in the Province of Ontario on May 21, 1987.
3. The authorized capital of ARC consists of 20,000 common shares and 100,000,000 Class A non-voting shares, of which 16,500 common shares and 88,353,500 Class A non-voting shares are issued and outstanding.
4. The Cease Trade Order was issued due to ARC's inadvertent failure to file with the Commission the audited annual statements for the year ended December 31, 1993 and interim statements for the period ended March 31, 1994.
5. The 1993 Annual Financial Statements along with the annual filing fee was filed as of January 7, 2000.
6. The audited financial statements for the years ending December 31, 1997, 1998 and 1999, as well as the unaudited interim financial statements for the three, six and nine months, as the case may be, during such periods (collectively the "Financial Statements") were inadvertently not filed with the Commission or sent to the shareholders of ARC on a timely basis.
7. ARC has filed the Financial Statements and all materials required to be filed by ARC pursuant to the Act, and has sent the Financial Statements to the shareholders of ARC.
8. ARC is not considering, nor is it involved in any discussions relating to, a reverse take-over or similar transaction;
9. Except for the current Cease Trade Order, ARC is not in default of any requirement of the Act and the regulation made thereunder.
AND UPON considering the application and the recommendation of Staff of the Commission;
AND UPON the Director being satisfied that ARC is now current with the continuous disclosure requirements under Part XVIII of the Act and has remedied its default in respect of such requirements;
AND UPON the Director being of the opinion 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.
March 19, 2001.
John Hughes