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)
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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
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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.
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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
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