The Alberta Securities Commission (ASC) has issued a decision revoking the failure-to-file cease trade order (FFCTO) against Zargon Oil & Gas Ltd. The FFCTO was initially imposed due to Zargon’s failure to file certain required financial documents. The revocation follows Zargon’s reorganization, which included settling creditor claims and restructuring its share capital, resulting in Blue Sky Resources Ltd. becoming the sole shareholder.
Key points of the decision include:
– Zargon’s inability to file required documents was due to financial and human resource constraints during its reorganization.
– The reorganization was approved by creditors and the Court of Queen’s Bench of Alberta, with equity holders not receiving any consideration.
– Post-reorganization, Zargon has fewer than 15 security holders in each jurisdiction in Canada and fewer than 51 worldwide.
– The revocation of the FFCTO is based on the fact that Zargon is now wholly owned by Blue Sky, has no public shareholders, and maintaining a public disclosure record is unnecessary and impractical.
– Zargon is expected to cease being a reporting issuer in all Canadian provinces concurrently with the revocation order.
The decision is underpinned by securities legislation, specifically the Securities Act (R.S.A. 2000, c. S-4, s. 153) and National Policy 11-207, which outlines the process for revoking FFCTOs in multiple jurisdictions. The ASC determined that revoking the FFCTO meets the legislative requirements, as Zargon no longer has public investors and the cost and effort to restore its continuous disclosure record are unjustified.