2011 BCSECCOM 409
Cease Trade Order
American Mining Corporation
Section 164 of the Securities Act, R.S.B.C. 1996, c. 418
¶ 1 American Mining Corporation (American Mining) is a Nevada corporation that is an OTC reporting issuer under BC Instrument 51-509 Issuers Quoted on the U.S. Over-the-Counter Markets(BCI 51-509).
¶ 2 American Mining has not filed:
1. interim financial statements for the interim periods ended November 30, 2008, February 28, 2009, May 31, 2009, November 30, 2009, February 28, 2010, May 31, 2010, November 30, 2010, February 28, 2011 and May 31, 2011, as required under Part 4 of National Instrument 51-102 Continuous Disclosure Obligations(NI 51-102) and section 5(b) of BCI 51-509,
2. comparative annual financial statements for its financial years ended August 31, 2009 and August 31, 2010, as required under Part 4 of NI 51-502 and section 5(b) of BCI 51-509,
3. Form 51-102F1 Management's Discussion and Analysisfor the periods ended November 30, 2008, February 28, 2009, May 31, 2009, August 31, 2009, November 30, 2009, February 28, 2010, May 31, 2010, August 31, 2010, November 30, 2010, February 28, 2011 and May 31, 2011, as required under Part 5 of NI 51-102 and section 5(b) of BCI 51-509,
4. Form 51-102F2 Annual Information Formfor the years ended August 31, 2009 and August 31, 2010, as required under section 5(c) of
BCI 51-509,
5. copies of news releases and related material change reports disclosing material changes in American Mining’s affairs since September 15, 2008, including:
(a) its agreement on May 29, 2009 with SuperPV Technology Inc. to acquire a licence to manufacture and distribute certain products for 85 million shares of American Mining’s common stock (common shares), representing 86% of its outstanding common shares, and the rescission of the agreement on June 30, 2009,
(b) its agreement on November 25, 2009, to acquire by assignment the right to acquire up to a 49% working interest in six natural gas wells in Alberta for up to $1,000,000, the related proposed issue of 75 million common shares, and the subsequent non-completion of the acquisition,
(c) the 20 to one reverse split of its outstanding common shares and amendment and restatement of its Articles of Incorporation effective September 30, 2009,
(d) in April 2011, management’s decision to change its business plan to include toll milling and refining, mineral exploration and development,
(e) its agreement (the Acquisition Agreement) on April 18, 2011 with North American Mining Corporation to acquire certain assets for 31 million common shares,
(f) on May 10, 2011, its designation of 2,000,000 shares of Series A Preferred Stock (Series A preferred shares), including attached rights and restrictions,
(g) on May 31, 2011, the amendment and completion of the Acquisition Agreement, the Executive Employment Agreement with Gary MacDonald (MacDonald), the issue of 31,000,000 common shares to North American Mining Corporation, and of 2,000,000 Series A preferred shares to MacDonald, and the resulting change of control, the resignation of Thomas Mills as its President and Chief Executive Officer, and effective June 1, 2011, the appointment of MacDonald to those offices,
(h) on June 14, 2011, its financing agreement with Juniper Resources LLC for a convertible secured loan of $400,000 and the issue of 75,000 common shares as an origination fee,
(i) on July 1, 2011, the resignation of Mills as director and officer, and the appointment of MacDonald as director and treasurer, and
(j) on or about July 5, 2011, payment of $500,000 toward a joint venture with Win-Eldrich Gold Inc.,
as required under Part 7 of NI 51-102 and section 5(b) of BCI 51-509, and
6. copies of the following documents that American Mining filed with the United States Securities and Exchange Commission:
(a) Form 10-KSB Annual Reportfor the fiscal year ended August 31, 2008, filed November 26, 2008, as amended by Form 10-KSB/A filed November 28, 2008,
(b) Form 10-Q Quarterly Reportfor the quarterly period ended November 30, 2008, filed January 13, 2009,
(c) Form 10-Q Quarterly Reportfor the quarterly period ended February 28, 2009, filed April 14, 2009,
(d) Form 8-K Current Reportdated May 22, 2009, filed May 27, 2009, as amended by Form 8-K/A filed July 7, 2009,
(e) Form 10-Q Quarterly Reportfor the quarterly period ended May 31, 2009, filed July 10, 2009,
(f) Form 10-K Annual Reportfor the fiscal year ended August 31, 2009, filed November 30, 2009,
(g) Form 8-K Current Reportdated November 25, 2009, filed December 1, 2009,
(h) Form 10-Q Quarterly Reportfor the quarterly period ended November 30, 2009, filed January 14, 2010, as amended by Form 10-Q/A Quarterly Report filed May 28, 2010,
(i) Form 10-Q Quarterly Reportfor the quarterly period ended February 28, 2010, filed April 15, 2010, as amended by Form 10-Q/A Quarterly Report filed June 1, 2010,
(j) Form 10-Q Quarterly Reportfor the quarterly period ended May 31, 2010, filed July 13, 2010,
(k) Schedule 14C Preliminary InformationStatement filed July 30, 2010,
(l) Schedule 14C Definitive InformationStatement filed August 11, 2010,
(m) Form 8-K Current Reportdated and filed September 30, 2010,
(n) Form 10-K Annual Reportfor the fiscal year ended August 31, 2010, filed November 29, 2010,
(o) Form 10-Q Quarterly Reportfor the quarterly period ended November 30, 2010, filed January 18, 2011,
(p) Form 10-Q Quarterly Reportfor the quarterly period ended February 28, 2011, filed April 14, 2011,
(q) Form 8-K Current Reportdated April 18, 2011, filed April 22, 2011,
(r) Form 8-K Current Reportdated May 5, 2011, filed May 10, 2011,
(s) Form 8-K Current Reportdated May 10, 2011, filed May 13, 2011,
(t) Form 8-K Current Reportdated May 31, 2011, filed June 7, 2011,
(u) Form 8-K Current Reportdated June 14, 2011, filed June 20, 2011,
(v) Form 8-K Current Reportdated and filed June 27, 2011,
(w) Form 8-K Current Reportdated July 1, 2011, filed July 5, 2011, and
(x) Form 10-Q Quarterly Reportfor the quarterly period ended May 31, 2011, filed July 20, 2011,
as required under section 11.1 of NI 51-102 and section 5(b) of
BCI 51-509,
(the required records).
¶ 3 Under section 164(1) of the Act, the Executive Director orders that trading in the securities of American Mining cease until:
1. American Mining files the required records completed in accordance with the Act and regulations, and
2. The Executive Director makes an order under section 164 of the Act revoking this order.
¶ 4 August 26, 2011
Andrew S. Richardson, CA
Acting Director
Corporate Finance