Applicant deemed to have ceased to be offering its securities to the public under the OBCA.
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 SINTANA HOLDINGS 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, and has an authorized capital consisting of an unlimited number of common shares.
2. The head office of the Applicant is located at 36 Toronto Street, Suite 1000, Toronto, ON M5C 2C5.
3. On August 6, 2015, the Applicant and Mobius Resources Inc. (the "Company") completed a business combination in which the Company acquired all of the issued and outstanding common shares of the Applicant from the existing holders thereof in consideration of the issuance of 0.26316 of one common share of the Company for each common share of the Applicant so held, pursuant to a three-cornered amalgamation effected by way of a plan of arrangement in which the Applicant amalgamated with a wholly-owned subsidiary of the Company (the "Arrangement"). In connection with the Arrangement, the Company filed articles of amendment to change its name from "Mobius Resources Inc." to "Sintana Energy Inc."
4. As a result of the Arrangement, the Applicant is now a wholly-owned subsidiary of Sintana Energy Inc. with the name Sintana Holdings Corp. and all outstanding common shares of the Applicant are held by Sintana Energy Inc. As of the date of this decision, the Applicant has no other securities outstanding, including debt securities.
5. The common shares of the Applicant were delisted from the TSX Venture Exchange, effective as of the close of trading on August 10, 2015.
6. 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 any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.
7. Pursuant to BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status, the British Columbia Securities Commission confirmed the Applicant's non-reporting issuer status in British Columbia effective August 31, 2015.
8. The Applicant is a reporting issuer, or the equivalent, in the provinces of Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador (the "Jurisdictions").
9. The Applicant is not in default of securities legislation in any jurisdiction.
10. The Applicant has no intention to seek public financing by way of an offering of securities.
11. The Applicant has applied for relief to cease to be a reporting issuer in the Jurisdictions (the "Reporting Issuer Relief Requested").
12. The Reporting Issuer Relief Requested was granted on August 31, 2015. As a result, the Applicant is not a reporting issuer in any jurisdiction of Canada.
AND UPON the Commission being satisfied that 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 this 1st day of September, 2015