Securities Law & Instruments


Applicant deemed to have ceased to be offering its securities to the public under the OBCA.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).


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 "Common Shares").

2. The head office of the Applicant is located at 390 Bay Street, Suite 1710, Toronto, ON M5H 2Y2.

3. On September 4, 2015, Western Lithium USA Corporation ("Western Lithium") completed the acquisition of the Applicant by way of a court approved plan of arrangement in accordance with Section 182 of the OBCA (the "Arrangement"). Pursuant to the Arrangement, Western Lithium acquired all of the issued and outstanding Common Shares for consideration of 0.789 common shares of Western Lithium for each Common Share. The Arrangement was approved by the shareholders of the Applicant on August 31, 2015 and court approval for the Arrangement was received on September 3, 2015.

4. As a result of the Arrangement, the Applicant became a wholly-owned subsidiary of Western Lithium and all outstanding Common Shares are held by Western Lithium. The Applicant has no other securities outstanding, including debt securities.

5. The Common Shares were delisted from the Toronto Stock Exchange, effective as of the close of trading on September 4, 2015.

6. No securities of the Applicant, including debt securities, are traded in Canada or in 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 September 28, 2015.

8. The Applicant is a reporting issuer, or the equivalent, in the provinces of Alberta, Saskatchewan, Manitoba, Ontario, Quebec, 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 of the Jurisdictions.

10. The Applicant has no intention to seek public financing by way of an offering of securities.

11. On September 15, 2015, the Applicant made an application to the Commission, as principle regulator on behalf of the securities regulatory authorities in the Jurisdictions, for a decision that the Applicant is not a reporting issuer in the Jurisdictions (the "Reporting Issuer Relief Requested").

12. Upon the granting of the Reporting Issuer Relief Requested, the Applicant will not be a reporting issuer or equivalent 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 on this 9th day of October, 2015.

"Sarah B. Kavanagh"
"Mary Condon"
Ontario Securities Commission
Ontario Securities Commission