Securities Law & Instruments

Headnote

 

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the British Columbia Business Corporations Act.

 

Statutes Cited

 

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Securities Act, R.S.O. 1990, c. S.5, as am.

 

Regulations Cited

 

Ont. Reg. 289/00, as am., s. 4(b), made under the Business Corporations Act, R.S.O. 1990, c. B.16, as am.

 

IN THE MATTER OF

R.R.O. 1990, REGULATION 289/00, AS AMENDED

(the REGULATION) UNDER

THE BUSINESS CORPORATIONS ACT (ONTARIO),

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

(the OBCA)

 

AND

 

IN THE MATTER OF

MONTAN MINING CORP.

 

CONSENT

(Subsection 4(b) of the Regulation)

 

                UPON the application of Montan Mining Corp. (the Applicant) to the Ontario Securities Commission (the Commission) requesting the Commission’s consent to the Applicant continuing in another jurisdiction pursuant to section 181 of the OBCA (the Continuance);

 

                AND UPON considering the application and the recommendation of staff of the Commission;

 

                AND UPON the Applicant having represented to the Commission that:

 

1.             The Applicant is an offering corporation under the OBCA.

 

2.             The Applicant’s common shares are listed and posted for trading on the TSX Venture Exchange (the TSXV) under the symbol “MNY”, and on the Frankfurt Stock Exchange and the Santiago Stock Exchange (together with the TSXV, the Exchanges) under the symbols “S5GN” and “MNYCL”, respectively. As at July 11, 2018, the Applicant had 61,132,586 issued and outstanding common shares.

 

3.             The Applicant intends to apply to the Director pursuant to section 181 of the OBCA (the Application for Continuance) for authorization to continue as a corporation under the Business Corporations Act (British Columbia), S.B.C. 2002, c.57 (the BCBCA).

 

4.             The Application for Continuance is being made to move the Applicant’s jurisdiction of incorporation to the jurisdiction in which its business is being operated, as the Applicant’s management and head office are in British Columbia. Following the proposed Continuance, the Applicant’s registered office, which is currently located in Ontario, will be relocated to British Columbia.

 

5.             The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those of a corporation governed by the OBCA.

 

6.             The Applicant is a reporting issuer under the Securities Act, R.S.O. 1990, c.S.5, as amended (the Act) and the Securities Act (British Columbia), R.S.B.C. 1996, c.418 (together with the Act, the Legislation). It will remain a reporting issuer in Ontario and British Columbia following the proposed Continuance.

 

7.             The Applicant is not in default of any of the provisions of the OBCA or the Legislation, including the regulations made thereunder.

 

8.             The Applicant is not subject to any proceeding under the OBCA or the Legislation.

 

9.             The Applicant is not in default of any provision of the rules, regulations or policies of the Exchanges.

 

10.          The British Columbia Securities Commission is the principal regulator of the Applicant and will continue to be its principal regulator after the proposed Continuance.

 

11.          The Applicant’s information circular dated May 7, 2018 for its annual general and special meeting of shareholders, held on June 7, 2018 (the Shareholders Meeting), disclosed the reasons for, and the implications of, the proposed Continuance. It also disclosed full particulars of the dissent rights of the Applicant’s shareholders under section 185 of the OBCA.

 

12.          The Applicant’s shareholders approved the proposed Continuance at the Shareholders Meeting by a special resolution that was approved by 99.50% of the votes cast; no shareholder exercised dissent rights pursuant to section 185 of the OBCA.

 

13.          Subsection 4(b) of the Regulation requires the Application for Continuance to be accompanied by a consent from the Commission.

 

                AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

 

                THE COMMISSION CONSENTS to the continuance of the Applicant under the BCBCA.

 

                DATED at Toronto, Ontario this 1st day of August, 2018.

 

“Lawrence P. Haber”

Commissioner

Ontario Securities Commissioner

 

“Peter W. Currie”

Commissioner

Ontario Securities Commissioner