Gaming Nation Inc. – s. 1(6) of the OBCA

Headnote

Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).

Applicable Legislative Provisions

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT,

R.S.O. 1990, c. B.16, AS AMENDED

(the “OBCA”)

AND

IN THE MATTER OF

GAMING NATION INC.

(the “Applicant”)

ORDER

(Subsection 1(6) of the OBCA)

UPON the application of the Applicant to the Ontario Securities Commission (the “Commission”) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;

AND UPON the Applicant having represented to the Commission that:

1.             The Applicant is an “offering corporation” as that term is defined in subsection 1(1) of the OBCA, and has an authorized capital consisting of an unlimited number of common shares (the “Shares”). The Applicant has 42,685,193 issued and outstanding Shares.

2.             The Applicant’s registered and head office is located at 50 Minthorn Blvd., Suite 400, Thornhill, Ontario, Canada L3T 7X8.

3.             On August 17, 2017, shareholders of the Applicant (“Shareholders”) approved by special resolution a plan of arrangement pursuant to section 182 of the OBCA (the “Arrangement”). Approximately 100% of the votes cast by all Shareholders, and approximately 100% of the votes cast by Shareholders other than the Shareholders whose votes were required to be excluded for the purposes of "minority approval" under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, were voted in favour of the special resolution approving the Arrangement.

4.             On August 22, 2017 a final court order of the Superior Court of Justice (Ontario) (Commercial List) was granted approving the Arrangement.

5.             Pursuant to articles of arrangement dated November 28, 2017 (the “Effective Date”), the Arrangement became effective as of 12:01 a.m. on the Effective Date (the “Effective Time”) which, among other things, resulted in the following:

(a)           OC Special Opportunities Fund, LP (“Orange Capital”) acquired all of the issued and outstanding Shares not already owned directly or indirectly by it for consideration equivalent to CAD 0.95 per Share (the “Consideration”);

(b)           each option to acquire a Share (each a “Gaming Option”) outstanding immedi-ately prior to the Effective Time was deemed to be assigned and transferred to the Applicant in exchange for a cash payment equal to the amount by which the Consideration exceeds the exercise price of such Gaming Option, less applicable withholdings, following which such Gaming Options were cancelled;

(c)           each purchase warrant to acquire a Share (each a “Gaming Warrant”) outstanding immediately prior to the Effective Time was deemed to be assigned and transferred to Orange Capital in exchange for a cash payment equal to the amount by which the Consideration exceeds the exercise price of such Gaming Warrant, less applicable withholdings, following which such Gaming Warrants were cancelled; and

(d)           in exchange for Orange Capital acquiring 2,157,500 of the Shares (the “Rollover Shares”) held by directors and/or members of management of the Applicant (the “Rollover Shareholders”), Orange Capital issued to each Rollover Shareholder such number or amount of partnership units and debt equivalent to the Consideration per Rollover Share.

6.             As a result of the Arrangement, the Applicant became a wholly-owned subsidiary of Orange Capital.

7.             The Shares were delisted from the TSX Venture Exchange effective as at close of trading on November 29, 2017.

8.             Effective as of close of trading on November 29, 2017, no securities of the Applicant will be traded on a “marketplace” as defined in National Instrument 21-101 – Marketplace Operation.

9.             On December 12, 2017, the Applicant was granted an order pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario) that it is not a reporting issuer in Ontario and is not a reporting issuer or the equivalent in any other jurisdiction of Canada in accordance with the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

10.          The Applicant has no intention to seek a public financing by way of an offering of securities.

11.          The Applicant is not in default of securities legislation in any jurisdiction in Canada.

AND UPON the Commission being satisfied that to grant this order would not be prejudicial to the public interest;

IT IS ORDERED by the Commission, pursuant to subsection 1(6) of the OBCA, that the Applicant is deemed to have ceased to be offering its securities to the public.

DATED at Toronto on this 15th day of December, 2017.

“William Furlong”

Commissioner

Ontario Securities Commission

“Janet Leiper”

Commissioner

Ontario Securities Commission