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On Dec. 2, 2008, the TSX Venture Exchange stated in Stockwatch news that, "Effective at the opening Wednesday, Dec. 3, 2008, trading will be reinstated in the securities of the company." The reinstatement of trading of Snowfield Development Corp.'s securities through the facilities of the exchange follows the suspension of the company's securities from trading as a result of a cease trade order issued by the British Columbia Securities Commission.
On Sept. 10, 2008, the exchange suspended trading in the company's securities pursuant to the issuance on Sept. 9, 2008, of a cease trade order against the company by the BCSC for the company's failure to file audited financial statements, and management discussion and analysis for its fiscal year ended April 30, 2008.
The BCSC cease trade order arose as a result of the failure of the company's former auditor, STS Partners LLP to inform the company in a timely manner, Aug. 15, 2008, that STS was unable to undertake or complete the audit of the company's April 30, 2008, annual financial statements prior to Aug. 28, 2008, the prescribed date for filing those audited financial statements with the BCSC, the Alberta Securities Commission and the exchange.
On Sept. 2, 2008, the board of directors of the company terminated STS as auditor and on Sept. 24, 2008, appointed Dale Matheson Carr-Hilton Labonte LLP, Chartered Accountants, as the new auditor of the company. On Oct. 7, 2008, as announced in NR 08-23, pursuant to National Instrument 51-102 -- Continuous Disclosure Obligations, the company filed, on Oct. 3, 2008, a notice of a change of auditor with the BCSC, the ASC and the exchange.
On Nov. 14, 2008, the company announced in NR 08-24 in Stockwatch on Nov. 3, 2008, it had filed, its audited financial statements, and management discussion and analysis for its fiscal years ended April 30, 2008, and 2007, with the BCSC, the ASC and the TSX-V, including payment of all applicable fees associated with the regular filing and the late filing of the fourth quarter report. Additionally, on Nov. 7, 2008, company filed its first quarter financial statements, and management discussion for the three-month period ended July 31, 2008.
On Nov. 13, 2008, the company submitted an application and required documentation to the exchange requesting that the exchange reinstate the company's securities for trading through the facilities of the exchange.
On Nov. 14, and Nov. 18, 2008, the exchange responded by e-mails to the company's application for reinstatement by detailing a number of deficiencies or omissions in the company's compliance with its listing agreement with the exchange. Those deficiencies and omissions were immediately remedied or satisfied to the exchange's satisfaction. Additionally, the exchange required that the company clarify, as detailed below, the status of certain private placements announced by the company during 2008.
On Aug. 28, 2008 (NR 08-22), the company announced in Stockwatch a non-brokered private placement offering (No. 45) of five million units at a price of five cents per unit. Following the receipt of subscriptions for 2,075,000 units realizing proceeds of $103,750, the private placement was closed and submitted to the exchange on Nov. 24, 2008. The private placement was accepted for filing by the exchange on Nov. 27, 2008 (NR 08-27).
During 2008, the company had announced other private placements on Feb. 21, 2008 (NR 08-05), May 20, 2008, (NR 08-16) and June 12, 2008 (NR 08-19). Under a comprehensive news release (NR 08-26) promulgated in Stockwatch on Nov. 19, 2008, the company confirmed that those private placements had been cancelled. On Dec. 1, 2008, the exchange advised the company by letter that the company's failure to announce the cancellation of the forementioned private placements in a timely manner had breached TSX Venture Exchange Policy 3.3 -- Timely Disclosure. The exchange required the company to provide the exchange with a letter of acknowledgment of those circumstances to be signed by the directors of the company by Dec. 15, 2008.
ON BEHALF OF THE BOARD
"Robert T. Paterson"
President
SNOWFIELD DEVELOPMENT CORP.
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