Lakota Resources 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.
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
LAKOTA RESOURCES INC.
ORDER
(Section 144)
WHEREAS the securities of Lakota Resources Inc. (the Applicant) are subject to a temporary cease trade order made by the Director dated May 7, 2009 pursuant to subsections 127(1) and 127(5) of the Act and a further cease trade order made by the Director dated May 19, 2009 pursuant to subsection 127(1) 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 is a corporation incorporated under the laws of the Province of Ontario. The head office of the Applicant is located in Calgary, Alberta, and its registered office is located in Toronto, Ontario.
2. The Applicant is a reporting issuer or the equivalent under the securities legislation of the provinces of Alberta, British Columbia and Ontario (the Reporting Jurisdictions). The Applicant is not a reporting issuer in any other jurisdiction in Canada.
3. The Applicant is authorized to issue an unlimited number of common shares of which 59,249,966 common shares (the Common Shares) are issued and outstanding as of the date hereof.
4. The Applicant's Common Shares were delisted from the TSX Venture Exchange on July 13, 2009 because the Applicant failed to maintain listing requirements. The Applicant currently has no securities listed or quoted on any market.
5. Other than the Common Shares and 100,000 options to acquire Common Shares, the Applicant has no other securities outstanding.
6. The Applicant is also subject to cease trade orders issued by the Alberta Securities Commission on August 10, 2009 (the Alberta Cease Trade Order) and the British Columbia Securities Commission on May 11, 2009 (the British Columbia Cease Trade Order).
7. The Ontario Cease Trade Order was issued as a result of the Applicant's failure to file its annual audited financial statements and annual management discussion and analysis for the year ended December 31, 2008.
8. On August 4, 2009, Lakota initiated proposal proceedings pursuant to the Bankruptcy and Insolvency Act (Canada).
9. In August 2009, a proposal (the BEC Proposal) was made by BEC International Corporation (BEC) whereby BEC would make loans to the Corporation totaling approximately $620,000. On September 14, 2009, approval of the BEC Proposal was obtained from the Ontario Superior Court of Justice.
10. On October 28, 2009, all of the directors and management of the Applicant resigned and were replaced by Paul Conroy, as President and Chief Executive Officer and a director, Derek Batorowski, Chief Financial Officer and a director, and Raymond Hodgkinson, a director.
11. Since the issuance of the Ontario Cease Trade Order, the Applicant has filed, among other things, the following continuous disclosure documents with the Reporting Jurisdictions:
a. On January 20, 2011, annual audited financial statements, annual management discussion and analysis and certification of annual filings for the year ended December 31, 2008, together with Form 13-502F1;
b. On January, 20, 2011, interim unaudited financial statements, interim management discussion and analysis, and certification of interim filings for the interim period ended March 31, 2009;
c. On January 20, 2011, interim unaudited financial statements, interim management discussion and analysis, and certification of interim filings for the interim period ended June 30, 2009;
d. On January 20, 2011, interim unaudited financial statements, interim management discussion and analysis, and certification of interim filings for the period ended September 30, 2009;
e. On January 20, 2011, annual audited financial statements, annual management discussion and analysis and certification of annual filings for the year ended December 31, 2009, together with Form 13-502F2;
f. On January 20, 2011, interim unaudited financial statements, interim management discussion and analysis, and certification of interim filings for the interim period ended March 31, 2010;
g. On January 20, 2011, interim unaudited financial statements, interim management discussion and analysis, and certification of interim filings for the interim period ended June 30, 2010;
h. On January 20, 2011, interim unaudited financial statements, interim management discussion and analysis, and certification of interim filings for the period ended September 30, 2010;
i. On May 12, 2011, amended management discussion and analysis for the year ended December 31, 2009;
j. On May 12, 2011, annual audited financial statements, annual management discussion and analysis and certification of annual filings for the year ended December 31, 2010, together with Form 13-502F2; and
k. On May 13, 2011, a technical report pursuant to National Instrument 43-101 - Standards of Disclosure for Mineral Projects dated March 16, 2011, together with the certification and consent of the qualified person.
(collectively, the Continuous Disclosure Documents).
12. The Applicant is not in default of any requirements of the Act or the rules and regulation made thereunder.
13. Since the issuance of the Ontario Cease Trade Order, material changes in the Applicant's business were disclosed in a material change report filed by the Applicant on October 29, 2009.
14. The Applicant has provided an undertaking to the securities regulatory authorities in the Reporting Jurisdictions to hold an annual general meeting within three months after the date on which this Order is granted.
15. The Applicant has paid all outstanding filing fees, participation fees and late filing fees in the Reporting Jurisdictions.
16. The Applicant's SEDAR and SEDI profiles are current and accurate.
17. 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.
18. Upon the issuance of this revocation order, the Applicant will issue a news release announcing the revocation of the Ontario Cease Trade Order, the Alberta Cease Trade Order and the British Columbia 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 Ontario Cease Trade Order.
IT IS ORDERED pursuant to Section 144 of the Act that the Ontario Cease Trade Order is revoked.
DATED this 9th day of June, 2011.