MLB Industries 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, CHAPTER S.5, AS AMENDED
(the Act)
AND
IN THE MATTER OF
MLB INDUSTRIES INC.
ORDER
(Section 144)
WHEREAS the securities of MLB Industries Inc. (the Filer) are currently subject to a cease trade order made by the Director on March 6, 2008 under paragraph 2 and paragraph 2.1 of subsection 127(1) of the Act, as extended by a further order made by the Director dated March 18, 2008 pursuant to paragraph 2 of subsection 127(1) of the Act, directing that all trading in and acquisitions of the securities of the Filer, whether direct or indirect, cease until the order is revoked by the Director (the Ontario Cease Trade Order);
AND WHEREAS the Filer has applied to the Ontario Securities Commission (the Commission) pursuant to section 144 of the Act (the Application) for a revocation of the Ontario Cease Trade Order;
AND UPON the Filer has represented to the Commission that:
1. The Filer was incorporated under the Business Corporations Act (Alberta) on July 21, 1989.
2. The registered office of the Filer is located 1000 -- 250 2nd Street S.W., Calgary, Alberta T2P 0C1 and its head office is located at 1274, 3rd Avenue South, Lethbridge, Alberta T1J 0J9.
3. The Filer is authorized to issue an unlimited number of common shares (the Common Shares). As at May 31, 2010 there were 99,967,000 Common Shares issued and outstanding.
4. Other than the Common Shares, the Filer has no securities (including debt securities) issued and outstanding.
5. The Filer is a reporting issuer in the Provinces of British Columbia, Alberta and Ontario.
6. The Cease Trade Order was issued as a result of the failure by the Filer to file with the Commission its audited annual financial statements for the financial year ended October 31, 2007, within the time periods required by the Act, which failure to file was caused by the financial distress of the Filer.
7. The Filer is also subject to a cease trade order issued by the B.C. Securities Commission (BCSC) dated March 5, 2008 (the BC Order) and the Alberta Securities Commission (ACS) dated March 4, 2008 (the Alberta Order) and has concurrently applied to the BCSC and the ASC for revocations of the BC Order and the Alberta Order.
8. On March 31, 2008 the Filer filed its annual financial statements for the year ended October 31, 2007 and related Management's discussion and analysis (MD&A) on SEDAR. On July 20, 2008 the Filer filed a management information circular with respect to its special and annual general meeting held on August 7, 2008. On June 25, 2008 the Filer filed its interim financial statements for the period ended April 30, 2008 and related MD&A. On September 25, 2008 the Filer filed its interim financial statements for the period ended July 31, 2008 and related MD&A. On April 8, 2010 the Filer filed its audited financial statements for the years ended October 31, 2008 and October 31, 2009, and for the period ended January 31, 2010. On April 13, 2010 the Filer filed the related MD&A for the years ended October 31, 2008 and October 31, 2009, and for the period ended January 31, 2010. On June 29, 2010 the Applicant filed its unaudited financial statements for the three and six-months ended April 30, 2010 and related MD&A. On July 7, 2010 the Filer filed Form 13-502F1 for each of 2008 and 2009.
9. The Filer's SEDAR and SEDI profiles are up-to-date.
10. The Filer has filed an undertaking with the Commission that it will hold an annual meeting of shareholders within three months of the date of this Order.
11. Other than the Cease Trade Order, the Filer is not in default of any of the requirements of the Act, or the rules and regulations made pursuant thereto, and has paid all outstanding fees.
12. Other than the Cease Trade Order, the BC Order and the Alberta order, the Filer has not previously been subject to a cease trade order.
13. The Filer is up-to-date with all of its other continuous disclosure obligations and has paid any outstanding participation fees, filing fees and late fees associated with those obligations owing to the Commission in connection with the disclosure documents referred to in paragraph 8 above and has filed all of the forms associated with such payments.
14. The Common Shares of the Filer are listed on the Canadian National Stock Exchange under the symbol "BMP".
15. Upon the issuance of this Order, the Filer will issue a press release announcing the revocation of the Cease Trade Order of the Filer. The Filer will concurrently file the press release and material change report on SEDAR.
AND WHEREAS considering the Application and the recommendation of the staff of the Commission;
AND WHEREAS the Director being satisfied that it would not be prejudicial to the public interest;
IT IS ORDERED pursuant to section 144 of the Act that the Ontario Cease Trade Order is revoked.
DATED this 14th day of July, 2010.