| THE SECURITIES ACT | ) |
Order No. 6374 |
) |
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| Section 148(1) | ) |
August 3, 2011 |
Southeast Asia Mining Corp.
WHEREAS:
(A) The securities of Southeast Asia Mining Corp. (the “Applicant”) are subject to a cease trade order made by the Manitoba Securities Commission (the “Commission”) dated May 13, 2009 under The Securities Act (Manitoba) (the “Act”) directing that trading in the securities of the Applicant cease unless revoked by a further order of revocation (the “Manitoba Cease Trade Order”).
(B) The Applicant has applied to the Commission pursuant to section 148(1) of the Act (the “Application”) for a full revocation of the Manitoba Cease Trade Order.
(C) The Applicant has represented to the Commission that:
1. The Applicant was incorporated on August 18, 2006 pursuant to the Canada Business Corporations Act, R.S.C., 1985, c. C-44 (the CBCA).
2. The head office of the Applicant is located Suite 1010, 130 Adelaide Street West, Toronto, Ontario, M5H 3P5.
3. The Applicant is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario (the Reporting Jurisdictions). The Applicant is not a reporting issuer in any other jurisdiction in Canada.
4. As at the date hereof, the authorized capital of the Applicant consists of an unlimited number of common shares of which 75,884,262 are issued and outstanding (the Common Shares).
5. Other than the Common Shares, the Applicant has no other securities outstanding.
6. No securities of the Applicant are listed or traded on any stock exchange or market in Canada or elsewhere.
7. The Manitoba Cease Trade Order was issued as a result of the Applicant’s failure to file, in accordance with the requirements of Manitoba securities law, audited annual financial statements and the related management’s discussion and analysis for the year ended December 31, 2008 along with the applicable officer’s certificates pursuant to National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings.
8. In addition to the Manitoba Cease Trade Order, the Applicant is subject to the following cease trade orders (together with the Manitoba Cease Trade Order, the Cease Trade Orders), each of which was issued due to the failure to file the 2008 Annual Statements:
(a) an order issued by the British Columbia Securities Commission on May 4, 2009, as extended by a further order dated June 3, 2009;
(b) an order issued by the Ontario Securities Commission on May 4, 2009, as extended by a further order dated May 15, 2009; and
(c) an order issued by the Alberta Securities Commission on August 18, 2009.
9. On December 18, 2009, a partial revocation order was issued by the Ontario Securities Commission to partially revoke the cease trade order issued by the Ontario Securities Commission solely to permit trades in securities of the Applicant in connection with a financing to raise up to $1,120,000 to allow the Applicant to bring itself back into compliance with its continuous disclose obligations (the Ontario Partial Revocation Order).
10. On May 4, 2010, the Applicant closed a private placement of $1,120,000 through the issuance of 22,400,000 common shares at a price of $0.05 per share. All of the common shares issued in the private placement are subject to the Cease Trade Orders. Proceeds from the private placement are being used as set out in the Ontario Partial Revocation Order.
11. The Applicant has satisfied every condition of the Ontario Partial Revocation Order.
12. Since the issuance of the Manitoba Cease Trade Order, the Applicant has filed on SEDAR, among other things, the following continuous disclosure documents with the Reporting Jurisdictions:
(a) On October 1, 2010, annual audited financial statements, annual management discussion and analysis and certification of annual filings for the years ended December 31, 2008 and December 31, 2009, together with Form 13-502F1;
(b) On October 1, 2010, interim unaudited financial statements, interim management discussion and analysis, and certification of interim filings for the interim periods ended March 31, 2010 and June 30, 2010;
(c) On October 27, 2010, interim unaudited financial statements, interim management discussion and analysis, and certification of interim filings for the interim period ended September 30, 2010;
(d) On June 29, 2011, amended audited annual financial statements, annual management discussion and analysis and certification of re-filed annual filings for the years ended December 31, 2008 and December 31, 2009;
(e) On June 29, 2011, annual audited financial statements, annual management discussion and analysis and certification of annual filings for the year ended December 31, 2010, together with Form 13-502F1; and
(f) On June 29, 2011, interim unaudited financial statements, interim management discussion and analysis, and certification of interim filings for the interim period ended March 31, 2011.
13. Other than the Cease Trade Orders, the Applicant has not previously been subject to any cease trade order.
14. The Applicant has applied to have each of the Cease Trade Orders concurrently revoked.
15. Since the imposition of the Manitoba Cease Trade Order, there has been no change in the insiders or controlling shareholders of the Applicant.
16. Other than the Cease Trade Orders, the Applicant is not in default of any requirements of the Act or the rules and regulations made thereunder and has paid all outstanding fees to the Commission.
17. The Applicant is in default of the annual meeting requirements under the CBCA. The Applicant has provided an undertaking to the securities regulatory authorities in the Reporting Jurisdictions to hold an annual general meeting within three months after the date on which this revocation order is granted.
18. Since the issuance of the Manitoba Cease Trade Order, material changes in the Applicant’s business were disclosed in material change reports filed by the Applicant on December 23, 2010 and October 1, 2010. As of the date of this Order, there are no material facts concerning the Applicant which have not been disclosed to the shareholders of the Applicant and to the Commission.
19. The Applicant is not considering, nor is it involved in any discussion relating to a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.
20. The Applicant's profiles on SEDAR and SEDI are up-to-date.
21. Upon the issuance of this revocation order, the Applicant will issue a news release announcing the revocation of the Cease Trade Orders. The Applicant will concurrently file the news release and material change report on SEDAR.
(D) In view of the foregoing, I am of the opinion that it would not be prejudicial to the public interest to revoke the Manitoba Cease Trade Order.
I HEREBY ORDER pursuant to a delegation to me by the Commission under subsection 4(1) of the Act of the powers in that regard:
1. THAT, pursuant to section 148(1) of the Act, the Manitoba Cease Trade Order is hereby revoked.
Doug Brown
Director – Legal