Securities Law & Instruments


Headnote

Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).

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
NORTHERN SUN MINING 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 Applicant is located at Suite 3420, 130 Adelaide Street West Toronto, Ontario, M5H 3P5.

3.             Pursuant to an arrangement agreement dated January 19, 2016, as amended by amending letters dated February 12, 2016 and March 24, 2016, the Applicant and the Regal Silver Investments Ltd. (the Purchaser) completed a court-approved plan of arrangement (the Arrangement) under Section 182 of the OBCA effective April 26, 2016 (the Effective Date).

4.             Under the Arrangement, the Purchaser acquired all of the issued and outstanding Common Shares, other than Common Shares held by Jien International Investment Ltd. (JIIL) and the Purchaser.

5.             As of the date of this order, all of the issued and outstanding Common Shares are beneficially owned by JIIL and the Purchaser. The Applicant has no outstanding securities, including debt securities, aside from the Common Shares.

6.             The Common Shares, which traded under the symbol NSC on the TSX Venture Exchange, were de-listed effective as of the close of trading on April 27, 2016.

7.             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.

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

9.             Pursuant to BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status, the Applicant voluntarily surrendered its reporting issuer status in British Columbia on May 3, 2016 and the British Columbia Securities Commission confirmed the Applicant’s non-reporting issuer status in British Columbia effective May 16, 2016.

10.          Pursuant to a decision made on May 20, 2016 by the securities regulatory authorities of each of the Provinces of Ontario and Alberta (the Jurisdictions), the Applicant has ceased to be a reporting issuer in each of the Jurisdictions. As a result, the Applicant is not a reporting issuer in any jurisdiction in Canada.

11.          The applicant is not in default of any of the applicable requirements under securities legislation.

                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 on this 19th day of July, 2016.

“Edward P. Kerwin”
Commissioner
Ontario Securities Commission

“Tim Moseley”
Commissioner
Ontario Securities Commission