Securities Law & Instruments

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications – Securities Act, s. 1(10) – Cease to be a reporting issuer in Ontario – The issuer’s securities are traded only on a market or exchange outside of Canada – Canadian residents own less than 2% of the issuer’s securities and represent less than 2% of the issuer’s total number of security holders; the issuer does not intend to do a public offering of its securities to Canadian residents, will not be a reporting issuer in a Canadian jurisdiction, is subject to the reporting requirements of UK securities laws, and all shareholders receive the same disclosure.

 

Applicable Legislative Provisions

 

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).

 

October 6, 2017

 

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA AND ONTARIO

(the Jurisdictions)

 

AND

 

IN THE MATTER OF

THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS

 

AND

 

IN THE MATTER OF

ASIAMET RESOURCES LIMITED

(the Filer)

 

ORDER

 

Background

 

1              The securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer under the Legislation in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).

 

Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):

 

(a)           the British Columbia Securities Commission is the principal regulator for this application,

 

(b)           the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, and

 

(c)           this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

 

Interpretation

 

2              Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this order, unless otherwise defined.

 

Representations

 

3              This order is based on the following facts represented by the Filer:

 

1.             the Filer is governed by the Bermuda Companies Act 1981 and its registered office is located in Bermuda, its head office is located in Australia and its operations offices are in Indonesia; the Filer’s records office is located at Unit 1 – 15782 Marine Drive, White Rock, British Columbia;

 

2.             the Filer is a reporting issuer in British Columbia, Alberta and Ontario (the Reporting Jurisdictions);

 

3.             the Filer is a mineral exploration company active in Indonesia through Indonesian subsidiaries holding mineral exploration licenses in Indonesia;

 

4.             the Filer has no operations, employees, assets or premises in Canada, other than that its records office is located in Canada;

 

5.             the Filer’s main nexus to Canada is that one of the Filer’s directors is resident in Canada (Canadian Director) and the Filer’s Corporate Secretary and Chief Financial Officer is resident in Canada (Canadian Officer); after the Filer ceases to be a reporting issuer in Canada the Corporate Secretary office will be performed by a United Kingdom resident and the Chief Financial Officer function will be performed by an Australian resident;

 

6.             the authorized share capital of the Filer consists of 1,000,000,000 common shares (Shares), each with a par value of US$0.01;

 

7.             the Filer’s Shares are listed and posted for trading as depository interests through CREST (Depository Interests) on the Alternative Investment Market (AIM) of the London Stock Exchange under the symbol “ARS”; the Filer has been trading on the AIM since 2008;

 

8.             the Shares were listed on the TSX Venture Exchange (TSXV) under the trading symbol “ARS” but, at the request of the Filer, were voluntarily delisted from the TSXV effective at the close of trading on February 28, 2017 (the Delisting Date);

 

9.             the Filer is a designated foreign issuer under National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers and is subject to the securities laws of the United Kingdom and the rules of the AIM;

 

10.          the Filer is not in default of any of its obligations under the securities laws of the United Kingdom or the rules of the AIM;

 

11.          the Filer is not in default of any of its obligations under the securities laws of the Reporting Jurisdictions;

 

12.          in support of the representations set forth in paragraphs 13 to 16 below concerning the percentage of outstanding securities and the total number of security holders in Canada, the Filer sought and obtained information from the Filer’s registrar, Computershare Investor Services (Bermuda) Limited (Share Registrar), Computershare Investor Services PLC (Depository Interest Registrar) and analysis of the nominee holders provided by Orient Capital Corporation; the Filer undertook a thorough and diligent examination of the Filer’s share register and Depository Interest register for the purposes of determining the number, holdings, identity and geographic location of the direct and indirect holders of its outstanding Shares; the Filer believes that these inquiries were reasonable, given that its share register and the Depository Interest Registrar and the Registrar are the only official source of information on the Filer’s security holders;

 

13.          based upon the searches conducted by the Share Registrar and the Depository Interest Registrar, as of August 31, 2017, the Filer had:

 

(a)           854,889,186 Shares outstanding to a total of 10,260 holders worldwide;

 

(b)           35,082,200 share purchase options (Options) outstanding to purchase 35,082,200 Shares; and

 

(c)           11,031,344 share purchase warrants (Warrants) outstanding to purchase 11,031,344 Shares;

 

14.          based on the searches described in paragraph 12, at August 31, 2017, the Filer had:

 

(a)           87 holders of Shares in Canada directly or indirectly beneficially holding 13,563,396 Shares, representing 1.6% of the issued and outstanding Shares and less than 0.01% of the total holders of Shares worldwide;

 

(b)           two holders of Options in Canada, the Canadian Director and the Canadian Officer, holding an aggregate of 3,450,000 Options, representing 9.8% of the issued and outstanding Options and 8.0% of the total holders of Options worldwide;

 

15.          none of the Warrants are held by Canadian residents;


16.          based on the foregoing, as of August 31, 2017, assuming full exercise of the Options held in Canada, residents of Canada do not:

 

(a)           directly or indirectly, beneficially own more than 2% of each class or series of outstanding securities (including debt securities) of the Filer worldwide; and

 

(b)           directly or indirectly, comprise more than 2% of the total number of security holders of the Filer worldwide.

 

17.          the Filer is subject to all applicable requirements of (i) the corporate laws of Bermuda; (ii) the securities laws of the United Kingdom; and (iii) the rules and reporting requirements of the AIM;

 

18.          in the last twelve months, the Filer has not conducted a prospectus offering in Canada, and since the Delisting Date, has not taken steps to create a market for its securities in Canada; the Filer does not intend to conduct any offerings of its securities in Canada or to trade its securities in Canada on a marketplace as defined in National Instrument 21-101 Marketplace Operation;

 

19.          the issuer only attracted a de minimis number of Canadian investors; during the twelve months prior to the Delisting Date, the daily average volume of trading of the Shares on the TSXV accounted for 1.12% of the worldwide daily average volume of trading of the Shares on the TSXV and the AIM;

 

20.          the Filer disseminated a news release dated September 12, 2017 announcing that it had submitted an application to the Decision Makers for a decision that it is not a reporting issuer in the Reporting Jurisdictions and, if that decision is made, the Filer will no longer be a reporting issuer in any jurisdiction of Canada;

 

21.          none of the Filer’s securities, including debt securities, are traded on a marketplace or listed or quoted on any other market or exchange in Canada, and the Filer does not intend to have its securities listed, traded or quoted on such a marketplace in Canada;

 

22.          the Shares of the Filer will remain listed on the AIM, and the Filer will be subject to the periodic and timely disclosure requirements under the securities laws of the United Kingdom and the rules of the AIM; and

 

23.          the Filer has provided an undertaking to the securities regulatory authority or regulator in each of the Reporting Jurisdictions to concurrently deliver to its Canadian security holders all disclosure the Filer is required to deliver to United Kingdom-resident security holders under the securities laws of the United Kingdom and the rules of the AIM.

 

Order

 

Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.

 

The decision of the Decision Makers under the Legislation is that the Order Sought is granted.

 

“John Hinze”

Director, Corporate Finance

British Columbia Securities Commission