Decisions & Orders
Barkerville Gold Mines Ltd. [Partial Revocation Order]
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2012 BCSECCOM 423
Partial Revocation Order
Barkerville Gold Mines Ltd.
Section 171 of the Securities Act, R.S.B.C. 1996, c. 418
¶ 1 On August 14, 2012, the Executive Director issued a Cease Trade Order (the Order) against Barkerville Gold Mines Ltd. (the Reporting Issuer) under Section 164 of the Securities Act, R.S.B.C. 1996, c. 418 (the Act) prohibiting all trading in the securities of the Reporting Issuer cease until:
1. it files a technical report for the Cariboo Gold Property, completed in accordance with the Act and regulations, supporting the Reporting Issuer’s disclosure of the change in mineral resources at the Cow Mountain project (the Required Report); and
2. the Executive Director makes an order under Section 164 of the Act revoking the Order.
¶ 2 The Reporting Issuer has made an application with the Executive Director under section 171 of the Act for a partial revocation of the Order solely to permit a certain trade of its securities to complete a secured loan by one individual who is also a director and officer of the Reporting Issuer. The purpose of the secured loan is to:
1. satisfy minimum overhead expenses to sustain operations;
2. satisfy minimum wages, consulting fees and benefits;
3. satisfy costs related to completing the Required Report;
4. pay trade accounts payable related to the Required Report; and
5. pay past due payroll remittances.
¶ 3 The Reporting Issuer represented to the Executive Director that:
1. the Reporting Issuer is a TSX Venture Exchange issuer;
2. the Reporting Issuer is seeking to re-capitalize itself through a loan from its President, Mr. Frank Callaghan (the Lender), whereby the Lender has agreed to advance from time to time as the Lender may determine, in its sole and absolute discretion, however, not earlier than two business days of the Reporting Issuer first receiving the partial revocation of the
Order in order to allow for the loan or loans by the Lender to the Company (collectively, the Loan), the aggregate principal sum of up to $2,441,820 (collectively, the Principal Sum). The principal Sum shall bear interest commencing on the date of any such loan at the simple interest rate of 20% per annum with all such interest to be payable in full to the Lender on repayment of the Principal Sum which shall be at or before 5:00 p.m. (Vancouver) on the date which is six months from the date from any such Loan. The interest rate shall be reduced to 10% should any Loan remain outstanding for a period of one year from the date of advancement. As security for the due and punctual repayment of the Principal Sum and any interest thereon, the Reporting Issuer has agreed to provide the Lender with a duly executed debenture, security agreement and such other security documentation as may be required by the Lender and its counsel, acting reasonably;
3. the proceeds from the Loan will be used to: (i) satisfy minimum overhead expenses to sustain operations; (ii) satisfy minimum wages, consulting fees and benefits; (iii) satisfy costs related to completing the Required Report; (iv) pay trade accounts payable related to the Required Report; and (v) pay past due payroll remittances, as more particularly set out in the table below:
USE OF PROCEEDS OF LOAN
APPROX. CASH AMOUNT
Minimum overhead expenses to sustain operations:
Minimum wages, consulting fees and benefits:
Costs related to completing Required Report:
Trade accounts payable related to Required Report:
Past due payroll remittances:
4. prior to completion of the Loan, the Reporting Issuer will provide to the Lender:
(a) a copy of the Order,
(b) a copy of this Partial Revocation Order, and
(c) written notice advising that all securities of the Reporting Issuer (including securities issued pursuant to the Loan) will remain subject to the Order until such time as the Executive Director issues a full revocation order;
5. in addition, the Lender under the Loan will acknowledge in writing:
(a) receipt of the documents named in paragraph 3(iv) herein, and
(b) that the Lender is aware that the securities of the Reporting Issuer are subject to the Order and may remain so indefinitely;
6. in order to complete the Loan, a partial revocation of the Order and regulatory approval is required;
7. the Reporting Issuer estimates that it will require one to two months to prepare and file the Required Report and to deal with the technical disclosure issues to subsequently obtain a full revocation of the Order; and
8. on completion of the Loan and the filing of the Required Report and satisfaction of the technical disclosure issues, the Reporting Issuer will apply to the Executive Director for a full revocation of the Order.
¶ 4 The Executive Director is satisfied that the following order is not prejudicial to the public interest.
¶ 5 Under Section 171 of the Act, the Executive Director partially revokes the Order to permit the completion of the Loan only.
¶ 6 November 13, 2012
Allan Lim, CA