Securities Law & Instruments

Headnote

Filer deemed to have ceased to be offering its securities to the public under the OBCA.

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
CHIEFTAIN METALS 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;

2. the registered and head office of the Applicant is located at 2 Bloor Street West, Suite 2000, Toronto, Ontario, M4W 3E2;

3. pursuant to articles of incorporation dated April 10, 2013, Chieftain Metals Corp. ("Chieftain Holdco") was incorporated under the laws of the Province of Ontario as a wholly-owned subsidiary of the Applicant, in order to implement the Arrangement (as defined below);

4. the registered and head office of Chieftain Holdco is at the same address as the registered and head office of the Applicant, and the authorized capital of Chieftain Holdco consists of an unlimited number of common shares;

5. in connection with an internal corporate reorganization of the Applicant, on May 15, 2013, shareholders of the Applicant approved by special resolution a plan of arrangement pursuant to section 182 of the OBCA (the "Arrangement") pursuant to which, among other things, the directors and officers of the Applicant would become the directors and officers of Chieftain Holdco, the sole issued and outstanding common share of Chieftain Holdco owned by the Applicant would be cancelled, and all of the outstanding securities of the Applicant held by securityholders of the Applicant would be exchanged on a one-for-one basis for equivalent securities of Chieftain Holdco, with the result being that the Applicant would become a wholly-owned subsidiary of Chieftain Holdco and securityholders of the Applicant would, upon completion of the Arrangement and the automatic exchange of securities provided thereby, become equivalent securityholders in Chieftain Holdco;

6. on May 17, 2013, a final order of the Superior Court of Justice (Ontario) was granted approving the Arrangement;

7. pursuant to articles of arrangement dated May 22, 2013 (the "Effective Date"), the Arrangement became effective as of 12:01 a.m. (the "Effective Time") on the Effective Date;

8. as of the Effective Time:

(a) all of the outstanding securities of the Applicant held by securityholders of the Applicant were exchanged on a one-for-one basis for equivalent securities of Chieftain Holdco;

(b) the former securityholders of the Applicant became equivalent securityholders of Chieftain Holdco upon the automatic exchange of their securities of the Applicant;

(c) the Applicant became the wholly-owned subsidiary of Chieftain Holdco; and

(d) Chieftain Holdco became a reporting issuer in the jurisdictions of Canada in which the Applicant was a reporting issuer immediately prior to the Effective Time;

9. effective at the opening of markets on May 24, 2013, the common shares of the Applicant were de-listed from the Toronto Stock Exchange in substitution for the common shares of Chieftain Holdco, which have been listed and are posted for trading under the previous trading symbol of the Applicant, being "CFB";

10. no securities of the Applicant are traded on a "marketplace" as defined in National Instrument 21-101 -- Marketplace Operation;

11. the Applicant voluntarily surrendered its reporting issuer status in the Province of British Columbia pursuant to British Columbia Instrument 11-502 -- Voluntary Surrender of Reporting Issuer Status and has received confirmation from the British Columbia Securities Commission dated May 29, 2013 that, effective June 6, 2013, the Applicant is not a reporting issuer in the Province of British Columbia;

12. the Applicant has applied to the jurisdictions in Canada (other than the Province of British Columbia) in which it is a reporting issuer for an order that it has ceased being a reporting issuer, pursuant to the simplified procedure set out in CSA Staff Notice 12-307 -- Applications for a Decision that an Issuer is not a Reporting Issuer (the "Relief Requested") and, upon the granting of the Relief Requested concurrently with the order for which this application is made, the Applicant will not be a reporting issuer or equivalent in any jurisdiction in Canada;

13. the Applicant has no intention to seek public financing by way of an offering of securities in a jurisdiction of Canada by way of private placement or public offering;

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

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

DATED July 10, 2013.

"Edward P. Kerwin"
Commissioner
 
"Mary Condon"
Vice-Chair