National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- application for a decision that the issuer is not a reporting issuer under applicable securities laws -- issuer in default of its obligation to file and deliver its financial statements and related management's discussion and analysis -- requested relief granted.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).
CSA Staff Notice 12-307 -- Applications for a Decision that an Issuer is not a Reporting Issuer.
March 12, 2015
IN THE MATTER OF THE SECURITIES LEGISLATION OF ALBERTA AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF UNITE CAPITAL CORP. (the Filer)
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 Applications in Multiple Jurisdictions (for a coordinated review application):
(a) The Ontario Securities Commission is the principal regulator for this application (the Principal Regulator); 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 meanings if used in this decision, unless otherwise defined.
The decision is based on the following facts represented by the Filer:
1. The Filer is a corporation governed by the Business Corporations Act (Ontario) (the OBCA) with its registered and head office located at 77 King Street West, Suite 3000, Toronto, Ontario.
2. The Filer is a reporting issuer in the Jurisdictions.
3. The Filer's authorized capital consists of an unlimited number of common shares without par value (the Common Shares).
4. On June 25, 2014, the Applicant was created by the amalgamation of Unite Capital Corp. (a predecessor to the Applicant) and Lakeside Acquisitions Inc., a wholly-owned subsidiary of Lakeside Minerals Inc. (Lakeside) (the Amalgamation). Each shareholder of Unite Capital Corp. (pre-Amalgamation) received shares of Lakeside in consideration of the Amalgamation. As a result of the Amalgamation the Applicant is a wholly-owned subsidiary of Lakeside and all of the outstanding shares of the Applicant are held by Lakeside.
5. Lakeside is a reporting issuer in each of British Columbia and Alberta, and the common shares of Lakeside are traded on the TSX Venture Exchange under the symbol "LAK".
6. Other than the Common Shares held by Lakeside, the Filer has no other securities outstanding.
7. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 security holders in each of the jurisdictions in Canada and fewer than 51 security holders in total worldwide.
8. The common shares of Unite Capital Corp. (pre-Amalgamation) were de-listed from the TSX Venture Exchange following the close of trading on June 25, 2014.
9. None of the Filer's securities, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operations or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.
10. The Filer filed a Notice of Voluntary Surrender of Reporting Issuer Status with the British Columbia Securities Commission (the BCSC) under BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status stating that it will cease to be a reporting issuer in British Columbia. On September 8, 2014, the BCSC sent a notice that it had received and accepted such notice and confirmed that non-reporting status was effective on September 15, 2014.
11. 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.
12. The Filer is not in default of any of its obligations under the Legislation, other than its obligation to file the following:
(a) annual financial statements for the year ended April 30, 2014, management discussion and analysis in respect of such financial statements, as required under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102), and the related certification of such financial statements as required under Multilateral Instrument 52-109 Certification of Disclosure in Filer's Annual and Interim Filings (MI 52-109), which became due August 30, 2014;
(b) interim financial statements for the period ended July 31, 2014, management discussion and analysis in respect of such financial statements and the related certification which became due on September 29, 2014; and
(c) interim financial statements for the period ended October 31, 2014, management discussion and analysis in respect of such financial statements and the related certification which became due on December 30, 2014 (the Filings).
13. As the Amalgamation resulted in Lakeside becoming the only securityholder of the Filer prior to the date on which such Filings were due, the Filings were not prepared nor filed as required under the Legislation.
14. The Filer has no intention to seek public financing by way of an offering of securities.
15. The Filer is not eligible to use the simplified procedure under CSA Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer because it is currently in default of its obligation to file the Filings, as described in representation 12 above.
16. The Filer, upon the grant of the Exemptive Relief Sought, 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.