Subsection 1(6) of the Business Corporations Act (Ontario) -- application for an order that than issuer is deemed to have ceased to be offering its securities to the public -- the applicant is a wholly owned subsidiary of another issuer as a result of a plan of arrangement under the Business Corporations Act (Ontario).
Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).
IN THE MATTER OF THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, C. B.16, AS AMENDED (THE "OBCA") AND IN THE MATTER OF DULUTH METALS LIMITED (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 representing to the Commission that:
1. The Applicant is an "offering corporation" as defined in the OBCA, and has an authorized capital consisting of an unlimited number of common shares (the "Shares"). The Applicant has no other securities outstanding, including debt securities.
2. The head office of the Applicant is located at 80 Richmond Street West, Suite 1500, Toronto, Ontario M5H 2A4.
3. On January 20, 2015, Antofagasta Investment Company Limited ("Antofagasta"), a wholly-owned subsidiary of Antofagasta plc, completed the acquisition of the Applicant by way of a court-approved plan of arrangement under Section 182 of the OBCA, pursuant to which Antofagasta acquired 117,537,422 Shares of the Applicant, which, together with the 24,341,673 Shares already held by Antofagasta and its affiliates, represented 100% of the issued and outstanding Shares of the Applicant as at such date.
4. The Shares, which were listed on the Toronto Stock Exchange (the "TSX") under the symbol "DM", were delisted from the TSX at the close of business on January 22, 2015.
5. No securities of the Applicant, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or on any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.
6. The Applicant is not a reporting issuer, or the equivalent, in Ontario or in any other jurisdiction in Canada.
7. The Applicant has no intention to seek public financing by way of an offering of securities.
8. Upon the granting of the relief requested, the Applicant will not be an "offering corporation" or equivalent in any jurisdiction of Canada.
AND UPON the Commission being satisfied to do so would not be prejudicial to the public interest;
IT IS HEREBY ORDERED by the Commission 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 at Toronto on this 27th day of February, 2015.