Decisions
Geosam Investments Limited and TSX Venture Exchange Inc.[Ruling]
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BCSECCOM #:
2009 BCSECCOM 638
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Document Type:
Ruling
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Published Date:
2009-11-12
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Effective Date:
2009-11-12
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Details:
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2009 BCSECCOM 638
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2009 BCSECCOM 638
Geosam Investments Limited and TSX Venture Exchange Inc.
Section 28 of the Securities Act, RSBC 1996, c. 418
| Panel | Brent W. Aitken Vice Chair Don Rowlatt Commissioner David J. Smith Commissioner |
| Date of application | November 9, 2009 |
| Date of ruling | November 12, 2009 |
| Appearing |  |
| Michael Donaldson | For Geosam Investments Ltd. |
| Mark Skwarok Melanie Harmer | For TSX Venture Exchange Inc. |
| J. Brent MacLean Morgan Burris | For Cordy Oilfield Services Inc. |
| Kristine Mactaggart Wright Shawn McColm | For the Executive Director |
Ruling
¶ 1 On October 30, 2009 Geosam Investments Limited applied for a hearing and review under section 28(1) of the Securities Act, RSBC 1996, c. 418, of a decision of the TSX Venture Exchange Inc. approving a private placement by Cordy Oilfield Services Ltd. Cordy sold 30 million units under the private placement, each unit consisting of one share and one warrant, at the price of $0.16 per unit, for proceeds of $4.8 million. The private placement closed on October 21, 2009.
¶ 2 In its application Geosam asked the Commission to stay the decision so that the proceeds of the private placement can be preserved until the disposition of the hearing and review. We heard that application on November 9, and a request from Geosam that Cordy produce documents for the hearing and review.
Ruling on stay application
¶ 3 Considering it to be in the public interest, we order that, until the disposition of the hearing and review:
- 1. Cordy deposit $4.8 million (an amount equal to the proceeds of the private placement) in trust with its legal counsel, or make another arrangement approved by the Commission that preserves the proceeds of the private placement.
2. Cordy is prohibited from issuing any shares on the exercise of warrants sold under the private placement.
3. The Exchange must not give final approval to the private placement.
4. The Exchange must not reduce or eliminate the four-month hold period that applies to holders of Cordy shares and warrants sold under the private placement.
Ruling on document disclosure
¶ 4 We direct Cordy to disclose to the parties the identities of all purchasers under the private placement, to the extent that information is not disclosed in the Exchange record.
¶ 5 November 12, 2009
¶ 6 For the Commission
Brent W. Aitken
Vice Chair
Don Rowlatt
Commissioner
David J. Smith
Commissioner