Cease Trade Orders

York-Rio Resources Inc.[Cease Trade Order ]

2008 BCSECCOM 600
Document Type:
Cease Trade Order
Published Date:
Effective Date:

2008 BCSECCOM 600

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 2008 BCSECCOM 600

Cease Trade Order

York-Rio Resources Inc.

Section 164 of the Securities Act, R.S.B.C. 1996, c. 418

¶ 1 York-Rio Resources Inc. (York-Rio) is an Ontario corporation with a registered office in Concord, Ontario. It is a subsidiary of a Nevada-incorporated company by the same name.

¶ 2 York-Rio is not a reporting issuer in Ontario or British Columbia. Its securities are not listed or quoted on any exchange or quotation system in Canada or the United States.

¶ 3 York-Rio filed Reports of Exempt Distribution (the Reports) disclosing that, from January 1, 2007 to September 15, 2008, York-Rio made more than 200 distributions (the Distributions) of its securities to more than 100 investors in British Columbia for approximately $2.78 million.

¶ 4 Despite its Reports to the contrary, York-Rio distributed securities to at least five investors in British Columbia who did not qualify as “accredited investors” (the “Non-accredited Distributions).

¶ 5 York-Rio has not filed a preliminary prospectus and a prospectus for the Non-accredited Distributions as required by section 61 of the Act.

¶ 6 York-Rio paid approximately 70% of the sales proceeds from the Distributions to Debrebud Capital Corp. (Debrebud) and Anyphone Communications (Anyphone) who were responsible for identifying investors.

¶ 7 York-Rio failed to disclose amounts that were paid to Debrebud and Anyphone as commissions or finder’s fees in the Reports.

¶ 8 Under section 164(1) of the Act, the Executive Director orders that trading in the securities of York-Rio cease until:
    1. Either:
      (a) York-Rio files a preliminary prospectus and a prospectus in the required form for the Non-accredited Distributions, and the Executive Director issues receipts for the preliminary prospectus and prospectus; or

      (b) If York-Rio relied on exemptions from the registration and prospectus requirements of the Act for the Non-accredited Distributions that were available to it and require a Report of Exempt Distribution, York-Rio files a Report of Exempt Distribution;
    2. York-Rio files Reports of Exempt Distribution for the Distributions in the required form that disclose commissions and finder’s fees paid; and

    3. The Executive Director makes an order under section 171 of the Act revoking this order.

¶ 9 November 21, 2008

Martin Eady, CA
Corporate Finance