Securities Law & Instruments


Headnote

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

Statutes Cited

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
ISOORE LTD.
(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.             Effective October 13, 2016, Airesurf Networks Holdings Ltd. (Airesurf), IsoEnergy Ltd. (IsoEnergy Ltd.) and 2532314 Ontario Ltd. (IsoEnergy Subco), a wholly-owned subsidiary of IsoEnergy Ltd., completed a “three cornered amalgamation” (the Amalgamation) whereby Airesurf and IsoEnergy Subco amalgamated under the Business Corporations Act (Ontario). Following the Amalgamation, IsoEnergy Subco changed its name to IsoOre Ltd.

2.             The Applicant is an "offering corporation" as defined in the OBCA, and has an authorized capital consisting of an unlimited number of common shares (Common Shares).

3.             The head office of the Applicant, as of immediately prior to the Amalgamation, was located at 365 Bay Street, Suite 400, Toronto, Ontario, M5H 2V1.

4.             Following the Amalgamation, and as of the date of the application, all of the outstanding securities of the Applicant, including debt securities, which are beneficially owned, directly or indirectly, are held by a sole securityholder, IsoEnergy Ltd.

5.             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.

6.             The Applicant is a reporting issuer, or the equivalent, in the provinces of Ontario and Alberta (the Jurisdictions).

7.             The Applicant is not in default of any requirement of the securities legislation in any of the Jurisdictions.

8.             On November 8, 2016 the Applicant made an application to the Ontario Securities Commission, as principal regulator on behalf of the securities regulator authorities in the Jurisdictions, for a decision that the Applicant is not a reporting issuer in the Jurisdictions (the Reporting Issuer Relief Requested).

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

10.          Upon the grant of the 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 on this 25th day of November, 2016.

“Deborah Leckman”
Commissioner
Ontario Securities Commission

“Christopher Portner”
Commissioner
Ontario Securities Commission