National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Application for an order that the issuer is not a reporting issuer under applicable securities laws. Requested relief granted.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c.S.5, as am., s. 1(10)(a)(ii)
January 8, 2013
IN THE MATTER OF
THE SECURITIES LEGISLATION
OF QUÉBEC, ALBERTA AND ONTARIO
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS
IN MULTIPLE JURISDICTIONS
IN THE MATTER OF
PLEXMAR RESOURCES INC.
The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer is not a reporting issuer (the Exemptive Relief Sought).
Under the process for Exemptive Relief Application in Multiple Jurisdictions (for a coordinated review application):
(a) the Autorité des marchés financiers is the principal regulator for the application, and
(b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.
Terms defined in National Instrument 14-101 -- Definitions have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. The Filer was incorporated on June 20, 1951 under the Canada Business Corporations Act and was continued under the Business Corporations Act (Ontario) on November 2, 2012.
2. The Filer's head office is located in Québec City, Québec at 2505, Boulevard Laurier, Suite 240, Québec City, Québec G1V 2L2.
3. The Filer is a reporting issuer in each of the Jurisdictions.
4. The authorized capital of the Filer consists of an unlimited number of common shares without par value (the Common Shares).
5. All of the outstanding Common Shares of the Filer were acquired by Dia Bras Exploration Inc. (Dia Bras) pursuant to a statutory plan of arrangement under the Business Corporations Act (Ontario) (the Arrangement) on November 14, 2012.
6. Under the terms of the Arrangement, all of the previously issued options and warrants to acquire Common Shares were cancelled for no consideration.
7. The Arrangement was approved by the shareholders of the Filer on October 29, 2012 and the final order approving the Arrangement was granted by the Ontario Superior Court of Justice on November 13, 2012.
8. The Common Shares were delisted from the Toronto Stock Exchange as at the close of business on November 16, 2012.
9. No securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.
10. The Filer ceased to be a reporting issuer in British Columbia on November 27, 2012.
11. The Filer is not in default of any of its obligations under the Legislation as a reporting issuer, except for the obligation to file its interim financial statements and related management's discussion and analysis for the period ended September 30, 2012, as required under National Instrument 51-102 -- Continuous Disclosure Obligations and the related certification of such financial statements as required under National Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings which were due on November 29, 2012.
12. The Filer is not eligible to use the simplified procedure under CSA Staff Notice 12-307 -- Application for a Decision that an Issuer is not a Reporting Issuer because it is in default of its obligation under the Legislation as a reporting issuer.
13. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide.
14. The Filer does not intend to seek public financing by way of an offering of its securities in Canada or to list its securities on any marketplace in Canada.
15. The Filer is applying for a decision that it is not a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer.
16. Upon the granting of the Exemptive Relief Sought, the Filer will no longer be a reporting issuer or the equivalent in any jurisdiction in Canada.
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Exemptive Relief Sought is granted.