National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- The securities of the issuer are beneficially owned by not more than 50 persons and are not traded through any exchange or market -- Filer not eligible to use the simplified procedure because it is in default of certain filing obligations and because at the time of the application it was a reporting issuer in British Columbia -- relief granted.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).
July 14, 2015
IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA, ALBERTA AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF 1038639 B.C. UNLIMITED LIABILITY COMPANY (the Filer)
1 The securities regulatory authority or regulator in each of the Jurisdictions (collectively, the Decision Makers) 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 British Columbia Securities Commission is the principal regulator for this application; and
(b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.
2 Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.
3 This decision is based on the following facts represented by the Filer:
1. the Filer is an unlimited liability company existing under the laws of British Columbia;
2. the Filer is the entity resulting from the amalgamation of Sunward Resources Ltd. and 1038639 BC ULC, a wholly-owned subsidiary of NovaCopper Inc. (NovaCopper);
3. the Filer is a reporting issuer in each of the Jurisdictions;
4. the head office of the Filer is located at #1950 -- 777 Dunsmuir St. Vancouver, BC V7Y 1K4;
5. the Filer has applied for a decision that it is not a reporting issuer in all of the Jurisdictions in which it is currently a reporting issuer;
6. all of the Filer's outstanding securities were acquired by NovaCopper Inc. (NovaCopper) by way of an arrangement (Arrangement) under the Business Corporations Act (British Columbia);
7. as a result of the Arrangement, the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the Jurisdictions and less than 51 security holders worldwide;
8. the Filer's common shares were delisted from the Toronto Stock Exchange and were voluntarily removed from the OTCQX, effective at the close of the market on June 24, 2015;
9. no securities of the Filer, including debt securities, are traded 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 has no current intention to seek public financing by way of an offering of securities;
11. the Filer is not in default of any of its obligations under the Legislation other than its obligation to file its annual financial statements and related management's discussion and analysis for the year ended March 31, 2015 as required under National Instrument 51-102 Continuous Disclosure Obligations (the Default);
12. the Filer did not voluntarily surrender its status as a reporting issuer in British Columbia under British Columbia Instrument 11-502 Voluntary Surrender of Reporting Issuer Status in order to avoid the minimum 10 day waiting period under such instrument;
13. the Filer did not use the simplified procedure under CSA Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer because of the Default and because it is a reporting issuer in British Columbia; and
14. the Filer will not be a reporting issuer or the equivalent in any jurisdiction in Canada immediately following the granting of the Exemptive Relief Sought.
4 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.