Southern Pacific Resource Corp.
Section 144 -- Application for revocation of cease trade order -- issuer subject to cease trade order as a result of failure to file financial statements -- issuer has made a separate application to not be a reporting issuer in all of the jurisdictions in which it is currently a reporting issuer -- full revocation granted effective as of the date the issuer is determined to not be a reporting issuer.
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127 and 144.
IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, C. S.5, AS AMENDED (the Act) AND IN THE MATTER OF SOUTHERN PACIFIC RESOURCE CORP.
ORDER (Section 144 of the Act)
WHEREAS the securities of Southern Pacific Resource Corp. (the Filer) were subject to a temporary cease trade order dated February 26, 2015 and a further cease trade order dated March 9, 2015 as varied on July 17, 2015 pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act (the Cease Trade Order) issued by the Ontario Securities Commission (the Commission) directing that trading in the securities of the Filer cease until further ordered by the Director;
AND WHEREAS the Cease Trade Order was made on the basis that the Filer was in default of certain filing requirements under Ontario securities laws as described in the Cease Trade Order;
AND WHEREAS cease trade orders were issued by the Alberta Securities Commission (the ASC) on February 20, 2015 as varied on January 12, 2016, by the Manitoba Securities Commission (the MSC) on February 23, 2015 and by the British Columbia Securities Commission (the BCSC) on June 8, 2015 (collectively, the Foreign Cease Trade Orders);
AND WHEREAS the Filer has applied to the Commission for an order pursuant to section 144 of the Act for a full revocation of the Cease Trade Order (the Application);
AND WHEREAS the Filer has represented to the Commission that:
1. The Filer is a corporation existing under the Business Corporations Act (Alberta).
2. The authorized capital of the Filer consists of an unlimited number of common shares without nominal or par value, an unlimited number of Class A common shares without nominal or par value and an unlimited number of preferred shares without nominal or par value.
3. The head office of the Filer is in Calgary, Alberta.
4. The Filer is a reporting issuer in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Newfoundland and Labrador and Prince Edward Island (the Jurisdictions).
5. The Cease Trade Order and Foreign Cease Trade Orders were issued due to the failure of the Filer to file interim financial statements, interim management's discussion and analysis and certification of interim filings for the period ended December 31, 2014 (the Interim Filing Default) within the time period prescribed by securities regulation. Subsequent to the Interim Filing Default, the Filer has not filed all of the continuous disclosure documents that it is required to be filed.
6. On January 15, 2015, the Filer and its affiliates, Southern Pacific Energy Ltd., 1614789 Alberta Ltd., 1717712 Alberta Ltd. and Southern Pacific Resource Partnership initiated proceedings under the Companies' Creditors Arrangement Act (Canada).
7. On May 13, 2022, an approval and reverse vesting order was confirmed by the Court of Queen's Bench of Alberta, Judicial District of Calgary. The order approved a subscription agreement (the Subscription Agreement) among the Filer, 2436544 Alberta Ltd. (ResidualCo) and five individual purchasers (collectively, the Purchasers), the sale transaction contemplated by the Subscription Agreement and the associated reorganization transactions contemplated in Schedule "B" to the Subscription Agreement.
8. Pursuant to the Subscription Agreement, on June 16, 2022 all outstanding debentures of the Filer were transferred to and assumed by ResidualCo and are no longer an obligation of the Filer.
9. Also pursuant to the Subscription Agreement, on June 16, 2022 all common share holders of the Filer had their shares redeemed for a nominal amount and the Purchasers subscribed for Class A Common Shares of the Filer, such that the Purchasers are the only security holders of the Filer.
10. The common shares and debentures of the Filer were delisted from the Toronto Stock Exchange at the close of trading on February 27, 2015, and no securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 -- Marketplace Operation.
11. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.
12. The Filer's outstanding securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each jurisdiction of Canada and by fewer than 51 securityholders in total worldwide.
13. The Filer's securities are not traded in Canada or another country on a marketplace or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.
14. The Filer has no intention to seek public financing by way of an offering of securities in Canada or elsewhere or to make or maintain a market of securities of the Filer.
15. The Filer has concurrently applied to the ASC, MSC and BCSC for orders for revocation of the Foreign Cease Trade Orders.
16. On December 8, 2022, the Filer applied for, and expects to be granted concurrently with this full revocation order, a decision that the Filer has ceased to be a reporting issuer in the Jurisdictions. If that decision is granted, the Filer will not be a reporting issuer in any jurisdiction in Canada.
17. The Filer is not in default of the requirements of securities legislation of the Jurisdictions except for:
(a) its failure to file the required continuous disclosure, and
(b) in initiating proceedings under the Companies and Creditors Arrangement Act (Canada) and effecting the transaction contemplated by the Subscription Agreement, the Filer may have engaged in certain acts in furtherance of trades in the securities of the Filer, which may be in violation of the requirements of the Cease Trade Order.
18. The Filer acknowledges, in granting the relief sought, the Commission is not expressing any opinion or approval as to the terms of the Subscription Agreement.
AND UPON considering the Application and the recommendation of the staff of the Commission;
AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest to revoke the Cease Trade Order;
IT IS ORDERED pursuant to section 144 of the Act that the Cease Trade Order is revoked as of the date on which the Filer ceases to be a reporting issuer under the securities legislation of the Jurisdictions.
DATED this 14th day of March, 2023
Manager (Acting), Corporate Finance
Ontario Securities Commission
OSC File #: 2022/0556