Frontier Pacific Mining Corporation - s. 83.1(1)
Headnote
Subsection 83.1(1) - issuer deemed to be a reporting issuer in Ontario - 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 substantially the same as those in Ontario.
Statutes Cited
Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.1(1).
November 17, 2005
IN THE MATTER OF
THE SECURITIES ACT, R.S.O. 1990,
CHAPTER S. 5, AS AMENDED (the Act)
AND
IN THE MATTER OF
FRONTIER PACIFIC MINING CORPORATION
ORDER
(Subsection 83.1(1))
UPON the application of Frontier Pacific Mining Corporation (the Applicant) for an order, pursuant to subsection 83.1(1) of the Act, deeming the Applicant to be a reporting issuer for the purposes of Ontario securities law;
AND UPON considering the application and the recommendation of the staff of the Ontario Securities Commission (the Commission);
AND UPON the Applicant representing to the Commission as follows:
1. The Applicant is a corporation governed by the Business Corporations Act (British Columbia). The Applicant was originally incorporated under the name "Fargo Oil Corporation" pursuant to the Company Act (British Columbia) on January 27, 1981. On March 5, 1986, the Applicant changed its name to "Fargo Resources Limited". On September 13, 1991, the Applicant changed its name to "Lang Bay Resources Ltd." On November 6, 1995, the Applicant changed its name to "Hibright Minerals Inc." On October 25, 1996, the Applicant changed its name to "Frontier Pacific Mining Corporation".
2. The principal and head office of the Applicant is located at Suite 100, 3rd Floor; 853 Richards Street; Vancouver, British Columbia V6B 3B4.
3. The Applicant is a mineral exploration and development company.
4. The authorized capital of the Applicant consists of an unlimited number of common shares (the Common Shares), of which 105,092,370 Common Shares are currently issued and outstanding.
5. The Applicant has a significant connection to Ontario in that 91,122,019 Common Shares, or approximately 87% of the total issued Common Shares, are registered to residents of Ontario. This information is based upon (i) the registered list of the Applicant's stockholders provided by the Applicant's transfer agent as at October 17, 2005 and (ii) a geographic range report prepared by ADP Investor Communications as at October 26, 2005.
6. The Applicant has been a reporting issuer under the Securities Act (British Columbia) (the BC Act) and under the Securities Act (Alberta) (the Alberta Act) since October 31, 1985. The Applicant is not in default of any requirements of the BC Act or the Alberta Act, and the regulations thereunder. The Applicant is not on the lists of defaulting reporting issuers maintained pursuant to the BC Act and the Alberta Act.
7. The Applicant is not a reporting issuer in Ontario, and is not a reporting issuer, or equivalent, in any other jurisdiction, except British Columbia and Alberta.
8. The continuous disclosure requirements of the BC Act and the Alberta Act are substantially the same as the requirements under the Act.
9. The continuous disclosure materials filed by the Applicant under the BC Act and the Alberta Act since March 26, 1997 are available on the System for Electronic Document Analysis and Retrieval.
10. The Common Shares are listed on the TSX Venture Exchange (the Exchange) under the symbol "FRP".
11. The Applicant is not in default of any of the requirements of the Exchange.
12. The Applicant is not designated as a capital pool company by the Exchange.
13. The Applicant has not been subject to any penalties or sanctions imposed against the Applicant by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority, and has not entered into any settlement agreement with any Canadian securities regulatory authority.
14. Neither the Applicant, nor any of its officers, directors nor, to the knowledge of the Applicant and its officers and directors, any of its controlling shareholders, has: (i) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority, (ii) entered into a settlement agreement with a Canadian securities regulatory authority, or (iii) 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.
15. Neither the Applicant, nor any of its officers, directors nor, to the knowledge of the Applicant and its officers and directors, any of its controlling shareholders, is or has been subject to: (i) any known ongoing or concluded investigations by (a) a Canadian securities regulatory authority, or (b) 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 (ii) 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 ten (10) years.
16. None of the officers or directors of the Applicant nor, to the knowledge of the Applicant and its officers and directors, any of its controlling shareholders, 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: (i) any cease trade or similar order, or order that denied access to any exemptions under Ontario securities law, for a period of more than thirty (30) consecutive days, within the preceding ten (10) years; or (ii) 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 ten (10) years, except as follows:
(a) On March 13, 1997, Consolidated Silver Tusk Mines Ltd. (Consolidated) was suspended from trading on the Vancouver Stock Exchange (VSE) pending clarification of several issues, including issues pertaining to assay results from one of the company's mineral properties. On July 4, 1997, Consolidated was reinstated to trading following clarification of the issues to the VSE's satisfaction. During the period of this suspension, Robert Culbert, a current officer of the Applicant, was a director of Consolidated.
(b) On October 25, 2003, Archon Minerals Ltd. (Archon) was suspended from trading by a cease trade order against Archon issued by the Exchange for failing to file a comparative financial statement by May 31, 2003. On October 28, 2003, the British Columbia Securities Commission (BCSC) issued a cease trade order against Archon for the same reason. On January 30, 2004, the Executive Director of the BCSC ordered that the cease trade order be revoked to permit trading in the securities of Archon. During the period of the cease trade order, Stewart Blusson (Blusson), a current director of the Applicant, was an officer and director of Archon.
(c) On November 21, 2003, the Alberta Securities Commission (ASC) issued a cease trade order against Archon for failing to file annual audited financial statements for the year ended May 31, 2003, and the first quarter interim unaudited financial statements for the period ended August 31, 2003. On February 18, 2004, the Executive Director of the ASC ordered that the cease trade order be revoked to permit trading in the securities of Archon. During the period of the cease trade order, Blusson was an officer and director of Archon.
17. The Applicant will remit all participation fees due and payable by it pursuant to Ontario Securities Commission Rule 13-502 -- Fees by no later than two (2) business days from the date hereof.
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
IT IS HEREBY ORDERED pursuant to subsection 83.1(1) of the Act that the Applicant be deemed to be a reporting issuer for purposes of Ontario securities law.