-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wnr2TY2SFU2zi8NuYayEaEUc4jxWkno45k0ZK68ePl6bHU3ERYLPYRnPsFqUsZru Nu2b7r5Uq6POo0RVlnKB2Q== 0001140661-08-000033.txt : 20080205 0001140661-08-000033.hdr.sgml : 20080205 20080205160849 ACCESSION NUMBER: 0001140661-08-000033 CONFORMED SUBMISSION TYPE: 15F-12G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080205 DATE AS OF CHANGE: 20080205 EFFECTIVENESS DATE: 20080205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HALO RESOURCES LTD CENTRAL INDEX KEY: 0001050807 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 000000000 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 15F-12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-30196 FILM NUMBER: 08576695 BUSINESS ADDRESS: STREET 1: 1090 W GEORGIA ST #1305 STREET 2: VANCOUVER CITY: BC V6E 3V7 STATE: A1 ZIP: 00000 BUSINESS PHONE: 6046859316 MAIL ADDRESS: STREET 1: 1090 W GEORGIA ST #1305 STREET 2: VANCOUVER CITY: BC V6E 3V7 FORMER COMPANY: FORMER CONFORMED NAME: TRIMARK ENERGY LTD DATE OF NAME CHANGE: 20020402 FORMER COMPANY: FORMER CONFORMED NAME: TRIMARK OIL & GAS LTD DATE OF NAME CHANGE: 19990730 15F-12G 1 form15f.txt FORM 15F TERMINATION OF REGISTRATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15F CERTIFICATION OF A FOREIGN PRIVATE ISSUER'S TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 000-30196 HALO RESOURCES LTD. (Exact name of registrant as specified in its charter) SUITE 1280, 625 HOWE STREET VANCOUVER, BRITISH COLUMBIA, CANADA, V6C 2T6 TEL: (604) 484-0068 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) COMMON STOCK, NO PAR VALUE (Title of each class of securities covered by this Form) Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934: Rule 12h-6(a) [X] Rule 12h-6(d) [ ] (for equity securities) (for successor registrants) Rule 12h-6(c) [ ] Rule 12h-6(i) [ ] (for debt securities) (for prior Form 15 filers) - -------------------------------------------------------------------------------- PART I ITEM 1. EXCHANGE ACT REPORTING HISTORY A. Halo Resources Ltd. (the "Company") first incurred the duty to file reports under section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") 60 days after it filed a Form 20-F registration statement with the Securities and Exchange Commission (the "Commission") to register is common shares under Section 12(g) of the Exchange Act. The Form 20-F registration statement was initially filed on July 29, 1999. B. For the 12 months preceding the filing of this Form 15F, the Company has filed all reports required under section 13(a) or section 15(d) of the Exchange Act and corresponding rules of the Commission including its annual report on Form 20-F for the fiscal year ended August 31, 2006. ITEM 2. RECENT UNITED STATES MARKET ACTIVITY The Company has never sold its securities in the United States in a registered offering under the Securities Act of 1933 (the "Securities Act"). ITEM 3. FOREIGN LISTING AND PRIMARY TRADING MARKET A. The Company's common shares are listed for trading on the TSX Venture Exchange ("TSXV") and the Frankfurt Stock Exchange ("FSE") and XETRA (Electronic Dealing System). The TSXV and FSE constitute the primary trading markets for the Company's common shares. B. The Company's common shares were initially listed on the Vancouver Stock Exchange (the "VSE") through November 28, 1999. Effective November 29, 1999, the VSE and the Alberta Stock Exchange merged and began operations as the Canadian Venture Exchange (the "CDNX"). The Company's common shares were then listed on the CDNX until 2001, at which time, the CDNX was acquired by the TSX Group and renamed the TSX Venture Exchange. The Company's shares have since been listed on the TSXV. Additionally, the Company's common shares have been listed on FSE since February 16, 2005. The Company has maintained a listing of its common shares on the TSXV and FSE for at least the 12 months preceding the filing of this Form 15-F. C. For the 12-month period beginning on January 1, 2007 and ending on December 31, 2007, the average daily trading volume (the "ADTV") of the Company's common shares on the TSXV and the FSE represented 95.5% of the Company's ADTV on a worldwide basis. ITEM 4. COMPARATIVE TRADING VOLUME DATA A. The recent 12-month period used to meet the requirements of Rule 12h-6(a)(4)(i) is January 1, 2007 to December 31, 2007 (the "Trading Period"). B. During the Trading Period, the ADTV of the Company's common shares in the United States and worldwide was 14,171 shares and 298,923 shares, respectively. C. During the Trading Period, the ADTV of the Company's common shares in the United States represented 4.5% of the ADTV of the Company's common shares worldwide. D. Not applicable. E. Not applicable. F. The source of the trading volume data used in this Form 15F to calculate the ADTV percentages and share volumes for the TSXV and OTCBB was http://www.stockwatch.com. The source of the trading volume data - 2 - used in this Form 15F to calculate the ADTV percentages and share volumes for the FSE was: http://de.finance.yahoo.com/q/hp?s=HRL.F&b=1&a =00&c=2007&e=1&d=00&f=2008&g=d. The Company chose these sources for calculating ADTV based on the relative availability of trading information for the TSXV, OTCBB and the FSE, which in turn was based on geographic location. ITEM 5. ALTERNATIVE RECORD HOLDER INFORMATION Not applicable. ITEM 6. DEBT SECURITIES Not applicable. ITEM 7. NOTICE REQUIREMENT A. On February 5, 2008 the Company published the notice required by Rule 12h-6(h) disclosing the Company's intent to terminate its duty to file reports under the Exchange Act. B. The Company issued the notice required by Rule 12h-6(h) in the form of a press release in the United States, disseminated by Marketwire, Incorporated. A copy of this press release is attached as Exhibit 10.1 to this Form 15F. ITEM 8. PRIOR FORM 15 FILERS Not applicable. PART II ITEM 9. RULE 12G3-2(B) EXEMPTION The Company will post all information required under Rule 12g3-2(b)(1)(iii) on its web site at: www.halores.com. PART III ITEM 10. EXHIBITS 10.1 Press Release dated February 5, 2008 disclosing the Company's intent to terminate its duty to file reports under the Exchange Act. ITEM 11. UNDERTAKINGS The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Exchange Act Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F: (1) the average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i); (2) its subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or (3) it otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6. - 3 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934 Halo Resources Ltd. has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, Halo Resources Ltd. certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under section 12(g) of the Exchange Act, or its duty to file reports under section 13(a) or section 15(d) of the Exchange Act, or both. HALO RESOURCES LTD. Dated: February 5, 2008 /s/ Lynda Bloom ----------------------------------- President, Chief Executive Officer, and Director - 4 - EX-99 2 exh10_1.txt NEWS RELEASE EXHIBIT 10_1 EXHIBIT 10-1 HALO RESOURCES LTD. NEWS RELEASE DATED FEBRUARY 5, 2008 HALO RESOURCES LTD. #2900A - 25 KING STREET YORK, ON M9N 1K8 TEL: (416) 368-7045 FAX: (416) 368-9805 TSXV SYMBOL: HLO OTCBB SYMBOL: HLOSF FRANKFURT EXCHANGE: HRL - -------------------------------------------------------------------------------- HALO ANNOUNCES ITS INTENT TO TERMINATE ITS SEC REPORTING OBLIGATIONS TORONTO, ONTARIO, FEBRUARY 05, 2008 -- LYNDA BLOOM, PRESIDENT AND CEO OF HALO RESOURCES LTD. (TSX:HLO; OTC.BB:HLOSF; FSE:HRL) announced its intention to file a Form 15F today with the U.S. Securities and Exchange Commission (the "SEC") to voluntarily terminate its reporting obligations under the United States Securities Exchange Act of 1934 (the "Exchange Act"). The Company expects the termination to take effect no later than ninety days after the filing the Form 15F. As a result of the filing of the Form 15F, the Company will immediately cease to file certain reports, including Form 20-F and Form 6-K, with the SEC. The Company's Board of Directors authorized this action based on its assessment that (a) continued compliance with the rules of the SEC in particular Section 404 of the Sarbanes-Oxley Act of 2002, would be expensive and burdensome considering the limited benefits it might realize and (b) investors in the shares of the Company are accorded protection by the Company's continued compliance with the rules of the TSXV, on which it will maintain its listing, and the Business Corporations Act (British Columbia). The Company will continue to make publicly available information otherwise provided to its shareholders by posting such information on the investor relations portion of its website at www.halores.com. For further information, please contact: Lynda Bloom, President & CEO or Marc Cernovitch, Chairman Halo Resources Ltd. Tel: 416-368-7045 Fax: 416-368-9805 Toll Free: 1-866-841-0068 lbloom@halores.com ABOUT HALO RESOURCES LTD. Halo is a Canadian-based resource company focused on the acquisition of near production base and precious base metal deposits. Currently the Company owns or has an interest in 3 projects: Duport, which is an advanced stage gold project; Red Lake, which is a gold exploration project, and the Sherridon project that is a combination of mature and grassroots volcanogenic massive sulphide (VMS) copper, zinc and gold exploration opportunities. The Company is operated by an experienced management team and backed by a strong network of mining financiers. The Company's growth strategy is to develop a diversified portfolio of advanced mining projects. ________________________________________________________________________________ The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release. This news release presents "forward looking information" within the meaning of the applicable Canadian securities laws that involve inherent risks and uncertainties. Forward-looking information includes, but is not limited to, information with respect to the proposed private placement. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Halo to be materially different from those -2- expressed or implied by such forward-looking information, including but not limited to: risks related to financings; risks related to the integration of acquisitions; risks related to joint venture operations; actual results of current exploration activities; actual results of current or future reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of gold and other minerals and metals; possible variations in ore reserves, grade or recovery rates; failure of equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; and delays in obtaining governmental approvals or financing or in the completion of development or construction activities. Although the management and officers of Halo Resources Ltd. believe that the expectations reflected in such forward-looking information are based upon reasonable assumptions and have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information Halo does not undertake to update any forward-looking information referenced herein, except in accordance with applicable securities laws. Trading in the securities of Halo Resources Ltd. should be considered highly speculative. -----END PRIVACY-ENHANCED MESSAGE-----