Applicant deemed to have ceased to be offering its securities to the public under the OBCA.
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 RYAN GOLD 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 (the Common Shares).
2. The head office of the Applicant is located at 155 University Ave., Suite 1440, Toronto, Ontario, M5H 3B7.
3. On August 25, 2015, Oban Mining Corporation (Oban) acquired all of the issued and outstanding Common Shares by way of a plan of arrangement under the OBCA and became the sole beneficial holder of all of the Common Shares.
4. As of the date of this decision, all of the issued and outstanding securities of the Applicant, including debt securities, if any, are beneficially owned, directly or indirectly, by the sole securityholder, Oban.
5. The Common Shares have been delisted from the TSX Venture Exchange, effective as of the close of trading on August 26, 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 September 8, 2015.
8. The Applicant is a reporting issuer, or the equivalent, in the provinces of Ontario and Alberta (the Jurisdictions).
9. The Applicant 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.
10. The Applicant has no intention to seek public financing by way of an offering of securities.
11. On August 31, 2015, the Applicant made an application to the Ontario Securities Commission, as principal 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 grant 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 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 20th day of October, 2015