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 an amalgamation.
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 (ONTARIO), R.S.O. 1990, C. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF UNITE CAPITAL CORP. (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. The Applicant's registered and head office located at 77 King Street West, Suite 3000, Toronto, Ontario.
2. The Applicant's authorized capital consisted of an unlimited number of common shares without par value (the Common Shares).
3. 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.
4. 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 ticker symbol "LAK".
5. Other than the Common Shares held by Lakeside, the Applicant has no other securities outstanding, including debt securities.
6. 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.
7. No securities of the Applicant, including any 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.
8. Effective September 15, 2014, the Applicant successfully surrendered its status as a reporting issuer in British Columbia pursuant to BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status.
9. The Applicant is currently a reporting issuer in each of Ontario and Alberta (the Jurisdictions) and is not a reporting issuer or the equivalent in any jurisdiction of Canada, other than the Jurisdictions. The Applicant has applied for relief to cease to be a reporting issuer in all of the Jurisdictions.
10. The Applicant has no current intention to seek public financing by way of an offering of securities.
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
IT IS HEREBY 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 at Toronto this 6th day of March, 2015.