Transpacific Resources Inc. – s. 144
Headnote
National Policy 12-202 Revocation of Certain Cease Trade Orders -- Application by an issuer for a revocation of a cease trade order issued by the Commission in 2004 -- cease trade order issued because the issuer failed to file certain continuous disclosure documents required by Ontario securities law -- The issuer has filed with the Commission all continuous disclosure that it is required to file under Ontario securities law, except for the outstanding filings -- cease trade order revoked.
Statutes Cited
Securities Act, R.S.O. 1990, c. S.5, as am.
National Policy 12-202 Revocation of Certain Cease Trade Orders.
IN THE MATTER OF
THE SECURITIES ACT, R.S.O. 1990,
CHAPTER S.5, AS AMENDED
(the Act)
AND
IN THE MATTER OF
TRANSPACIFIC RESOURCES INC.
ORDER
(Section 144 of the Act)
WHEREAS the securities of Transpacific Resources Inc. (the Issuer) are subject to a cease trade order issued by the Director of the Ontario Securities Commission (the Commission) dated August 3, 2004, pursuant to paragraph 2 of subsection 127(1) of the Act (the Ontario Cease Trade Order), directing that all trading in the securities of the Issuer cease until the Ontario Cease Trade Order is revoked by the Director;
AND WHEREAS the Ontario Cease Trade Order was made on the basis that the Issuer was in default of certain filing requirements under Ontario securities law as described in the Ontario Cease Trade Order and below;
AND WHEREAS the Issuer has applied to the Commission for a full revocation of the Ontario Cease Trade Order pursuant to section 144 of the Act;
AND WHEREAS the Issuer has represented to the Commission that:
1. The Issuer was incorporated under the laws of Ontario on September 23, 1957, and is now a corporation existing under the Business Corporations Act (Ontario) (the OBCA).
2. The Issuer's registered head office and principal place of business is located at 21272 Denfield Road, London, Ontario, N6H 5L2.
3. The Issuer is a reporting issuer under the securities legislation of the provinces of Ontario, British Columbia and Alberta (collectively, the Reporting Jurisdictions). The Issuer is not a reporting issuer in any other jurisdiction in Canada. The Issuer's principal regulator is the Commission.
4. The Issuer's authorized share capital consists of an unlimited number of common shares (the Common Shares). The Issuer currently has 262,003,985 Common Shares issued and outstanding.
5. Other than the issued and outstanding Common Shares, the Issuer has no other securities, including debt securities or options, issued and outstanding.
6. No securities of the Issuer are traded in Canada or any other country on a marketplace, as defined in National Instrument 21-101 -- Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.
7. Previously, the Issuer was listed on the TSX Venture Exchange (the TSXV), under the trading symbol YTQ. The Common Shares were delisted from trading on the TSXV on June 20, 2003.
8. The Ontario Cease Trade Order was issued as a result of the Issuer's failure to file audited annual financial statements for the year ended December 31, 2003 (the Unfiled Documents).
9. The Issuer's failure to file the Unfiled Documents was a result of the Issuer's financial difficulties at the time. The Issuer has not been in operation since that time until late in the fourth quarter of the financial year ended December 31, 2023. Since the commencement of the financial year ended December 31, 2024, the Issuer has been a mineral exploration company focused on the mineral exploration of properties in Northern Ontario and Quebec, Canada.
10. In addition to the Ontario Cease Trade Order, the Issuer's securities are also subject to a cease trade order issued by the British Columbia Securities Commission (the BCSC) dated September 20, 2004 (the BC Cease Trade Order) and a cease trade order issued by the Alberta Securities Commission (the ASC) dated February 25, 2005 (the Alberta Cease Trade Order and, collectively with the Ontario Cease Trade Order and the BC Cease Trade Order, the Cease Trade Orders). The Issuer has concurrently applied to the BCSC for a full revocation of the BC Cease Trade Order and to the ASC for a full revocation of the Alberta Cease Trade Order.
11. After the issuance of the Ontario Cease Trade Order, the Issuer subsequently failed to file other continuous disclosure documents in the Reporting Jurisdictions within the prescribed time frame in accordance with the requirements of applicable securities laws, including the following:
(i) all audited annual financial statements for the years ended December 31, 2004 to December 31, 2024;
(ii) all unaudited interim financial statements for the interim periods ended March 31, 2004 to September 30, 2024;
(iii) after the applicable requirement for all reporting issuers came into force on March 30, 2004, accompanying management's discussion and analysis (MD&A) for the years ended December 31, 2004 to December 31, 2024 and for the interim periods ended June 30, 2004 to September 30, 2024;
(iv) after the applicable requirement came into force on March 30, 2004, related CEO and CFO certificates required by National Instrument 52-109 -- Certification of Disclosure in Issuer's Annual and Interim Filings (or its predecessor) (NI 52-109 Certificates) for the years ended December 31, 2004 to December 31, 2024 and for the interim periods ended June 30, 2004 to September 30, 2024;
(v) after the requirement for a stand-alone statement of executive compensation in section 11.6 of National Instrument 51-102 -- Continuous Disclosure Obligations (NI 51-102) came into force on December 31, 2008, disclosure required by either Form 51-102F6 -- Statement of Executive Compensation (Form 51-102F6) or (after June 30, 2015) Form 51-102F6V -- Statement of Executive Compensation -- Venture Issuers (Form 51-102F6V) for the years ended December 31, 2008 to December 31, 2023;
(vi) after the applicable requirement came into force on March 30, 2004, the audit committee disclosure required by Form 52-110F2 -- Disclosure by Venture Issuers (Form 52-110F2), for the years ended December 31, 2004 to December 31, 2024; and
(vii) after the applicable requirement came into force on June 30, 2005, the corporate governance disclosure required by Form 58-101F2 -- Corporate Governance Disclosure (Venture Issuers) (Form 58-101F2), for the years ended December 31, 2005 to December 31, 2024,
(collectively with the Unfiled Documents, the Unfiled Continuous Disclosure).
12. However, in connection with the application for the revocation of the Cease Trade Orders, the Issuer has now filed the following continuous disclosure documents on the System for Electronic Data Analysis and Retrieval + (SEDAR+):
(i) audited annual financial statements, accompanying MD&A and related NI 52-109 Certificates for the years ended December 31, 2024 and 2023;
(ii) the executive compensation disclosure required by Form 51-102F6V for the years ended December 31, 2024 and 2023;
(iii) the audit committee disclosure required by Form 52-110F2 for the years ended December 31, 2024 and 2023 (this disclosure was included in the annual MD&A); and
(iv) the corporate governance disclosure required by Form 58-101F2 for the years ended December 31, 2024 and 2023 (this disclosure was included in the annual MD&A).
13. The Issuer has not filed the following documents on SEDAR+:
(i) audited annual financial statements for the years ended December 31, 2003 to December 31, 2022;
(ii) unaudited interim financial statements for the interim periods ended March 31, 2004 to September 30, 2024;
(iii) after the applicable requirement for all reporting issuers came into force on March 30, 2004, accompany MD&A for the years ended December 31, 2004 to December 31, 2022 and for the interim periods ended June 30, 2004 to September 30, 2024;
(iv) after the applicable requirement came into force on March 30, 2004, related NI 52-109 Certificates for the years ended December 31, 2004 to December 31, 2022 and for the interim periods ended June 30, 2004 to September 30, 2024;
(v) after the requirement for a stand-alone statement of executive compensation in section 11.6 of NI 51-102 came into force on December 31, 2008, the disclosure required by either Form 51-102F6 or (after June 30, 2015) Form 51-102F6V for the years ended December 31, 2008 to December 31, 2022;
(vi) after the applicable requirement came into force on March 30, 2004, the audit committee disclosure required by Form 52-110F2, for the years ended December 31, 2004 to December 31, 2022; and
(vii) after the applicable requirement came into force on June 30, 2005, the corporate governance disclosure required by Form 58-101F2, for the years ended December 31, 2005 to December 31, 2022,
(collectively, the Outstanding Filings). The Issuer has requested that the Commission exercise its discretion, in accordance with sections 6 and 7 of National Policy 12-202 -- Revocation of Certain Cease Trade Orders (NP 12-202), to elect not to require the Issuer to file the Outstanding Filings.
14. The Issuer's existing articles for purposes of the OBCA consist of the certificate and restated articles of incorporation dated June 29, 1984. The Issuer's existing by-laws for purposes of the OBCA consist of by-law no. 105 dated June 1, 1984. Copies of these documents have been filed on SEDAR+.
15. The Issuer has filed with the Commission and in the other Reporting Jurisdictions all continuous disclosure that it is required to file under Ontario securities law and other applicable securities law, except for the Outstanding Filings and any other continuous disclosure that the Commission elected not to require as contemplated under sections 6 and 7 of NP 12-202.
16. The Issuer is not in default of securities legislation of Ontario or any other applicable jurisdiction, except for (i) the circumstances of the Cease Trade Orders, and (ii) failure to file the Outstanding Filings. In particular, the Issuer is not in default of its obligations under the Cease Trade Orders.
17. As of the date hereof, the Issuer has paid all outstanding activity, participation and late filing fees that are required to be paid to the Commission, the BCSC and the ASC, and has filed all forms associated with such payments.
18. As of the date hereof, the Issuer's profile on SEDAR+ and the Issuer's profile supplement on the System for Electronic Disclosure by Insiders are current and accurate.
19. Effective October 14, 2009, Frances Clay was appointed as a director of the Issuer. Effective December 1, 2023, Robert Dillman was appointed as a director of the Issuer. Effective December 6, 2023, Jim Renaud was appointed as a director of the Issuer. Effective September 6, 2024, Marty Huber was appointed as a director of the Issuer. Previous directors of the Issuer, Michael Clay, Herbert Shier, and Ivan Truant, resigned effective December 15, 2005, October 14, 2009, and June 25, 2021, respectively. Michael Clay resigned as President effective December 15, 2005. The current CEO of the Issuer is Jim Renaud (effective November 14, 2024), the current CFO of the Issuer is Erik Martin (effective January 20, 2025), and the current Corporate Secretary of the Issuer is Robert Dillman (effective November 14, 2024).
20. Since the issuance of the Ontario Cease Trade Order, there have been no material changes in the business, operations or affairs of the Issuer except for the changes of executive officers and directors of the Issuer described in paragraph 19 or as otherwise disclosed by the Issuer in its filings on SEDAR+.
21. Other than the Cease Trade Orders, the Issuer has not previously been subject to a cease trade order issued by any securities regulatory authority.
22. The Issuer has given the Commission, the BCSC and the ASC a written undertaking that the Issuer will hold an annual meeting of shareholders within three months after the date on which the Cease Trade Orders are revoked.
23. Upon the revocation of the Cease Trade Orders, the Issuer will issue a news release announcing the revocation of the Cease Trade Orders and concurrently file the news release and a related 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 to do so 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 at Toronto this 12th day of May, 2025.
"Lina Creta"
Manager, Corporate Finance
Ontario Securities Commission
OSC File #: 2025/0096