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 quarterly 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)(a)(ii).
CSA Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer.
October 26, 2015
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO AND ALBERTA (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF RYAN GOLD CORP. (the Filer)
The securities regulatory authority or regulator in each of the Jurisdictions (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 in the Jurisdictions (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, 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 meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. The Filer is a corporation incorporated under the laws of the Province of Ontario. The head office of the Filer is located at 155 University Ave., Suite 1440, Toronto, Ontario, M5H 3B7 and the registered office of the Filer is located at 1 Adelaide Street East, Suite 2100, Toronto, Ontario, M5C 2V9.
2. The Filer is a reporting issuer, or the equivalent, in the provinces of Ontario and Alberta.
3. On June 29, 2015, the Filer entered into an arrangement agreement with Oban Mining Corporation (Oban), Eagle Hill Exploration Corporation and Corona Gold Corporation, pursuant to which Oban agreed to acquire all of the common shares of each of the Filer, Eagle Hill Exploration Corporation and Corona Gold Corporation by way of a plan of arrangement (the Plan of Arrangement) under Section 182 of the Business Corporations Act (Ontario) (the Arrangement).
4. Upon the completion of the Arrangement on August 25, 2015, Oban acquired all of the common shares of the Filer and the Filer became a wholly-owned subsidiary of Oban.
5. As a result of the Arrangement: (i) each of the holders of common shares of the Filer immediately before the effective time of the Arrangement received 1.880 common shares of Oban for each common share of the Filer held, following which the common shares of Oban were consolidated on the basis of one post-consolidation share for each 20 pre-consolidation shares; and (ii) all of the options to acquire common shares of the Filer were terminated without any payment therefor, in accordance with the Plan of Arrangement.
6. As a result of the Arrangement, all of the securities of the Filer are held by Oban. The outstanding securities of the Filer, including debt securities, are now beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions in Canada and fewer than 51 securityholders in total worldwide.
7. Effective as at the close of business on August 26, 2015, the TSX Venture Exchange delisted the common shares of the Filer.
8. No securities of the Filer, including debt securities, are listed, traded or quoted 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 and the Filer does not intend to have any of its securities listed, traded or quoted on such a marketplace in Canada or any other jurisdiction.
9. The Filer has no intention to seek public financing by way of an offering of securities.
10. 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 8, 2015.
11. The Filer is not in default of any requirement of the securities legislation in any of the Jurisdictions except for the obligation to file its quarterly financial statements for the period ended June 30, 2015 and its management discussion and analysis in respect of such financial statements, as required under National Instrument 51-102 -- Continuous Disclosure Obligations and the related certification of such financial statements as required under Multilateral Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings (collectively, the Filings), all of which became due on August 31, 2015.
12. The Filer is not eligible to use the simplified procedure under the CSA Staff Notice 12-307 -- Applications for a Decision that an Issuer is not a Reporting Issuer as it is in default for failure to file the Filings.
13. The Filer is applying for a decision that it is not a reporting issuer in all of the jurisdictions of Canada in which it is currently a reporting issuer.
14. Upon the granting of the Exemptive Relief Sought, the Filer will no longer be a reporting issuer or the equivalent thereof 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.