National Policy 11-206 Process for Cease to be a Reporting Issuer Applications – 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 interim 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).
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.
IN THE MATTER OF
R.R.O. 1990, REGULATION 289/00, AS AMENDED
(THE "REGULATION") MADE UNDER
THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, C. B.16, AS AMENDED
IN THE MATTER OF
GITENNES EXPLORATION INC.
(Subsection 4(b) of the Regulation)
UPON the application of Gitennes Exploration Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent of the Commission, pursuant to subsection 4(b) of the Regulation, for the Applicant to continue to another jurisdiction pursuant to section 181 of the OBCA (the "Continuance");
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON the Applicant having represented to the Commission that:
1. The Applicant was incorporated by articles of amalgamation under the OBCA on May 13, 1993.
2. The registered office of the Applicant is 36 Toronto Street, Suite 1000, Toronto, Ontario, M5C 2C5. The head office of the Applicant is Suite 1010, 789 West Pender Street, Vancouver, British Columbia, V6C 1H2. Following the Continuance, the Applicant's registered office will be Suite 415, 1040 West Georgia Street, Vancouver, British Columbia, V6E 4H1 and the head office of the Applicant will remain at Suite 1010, 789 West Pender Street, Vancouver, British Columbia, V6C 1H2.
3. The authorized share capital of the Applicant consists of an unlimited number of common shares (the "Common Shares") of which 64,679,923 Common Shares were issued and outstanding as of November 18, 2016.
4. The Common Shares of the Applicant are listed for trading on the TSX Venture Exchange (the "TSX-V") under the symbol "GIT". The Applicant does not have any securities listed on any other exchange except the TSX-V.
5. The Applicant proposes to make an application (the "Application for Continuance") to the Director under the OBCA pursuant to section 181 of the OBCA for authorization to continue into British Columbia as a corporation under the Business Corporations Act (British Columbia) (the "BCBCA"). The Applicant intends to keep its current name and trading symbol. The Applicant has a name reservation granted by the British Columbia Registrar of Companies in the name "Gitennes Exploration Inc.", under name reservation number NR 6881794.
6. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation under the OBCA, the Application for Continuance must be accompanied by a consent of the Commission.
7. The Applicant is an offering corporation as defined in the OBCA and is a reporting issuer under the Securities Act, R.S.O. 1990, c. S. 5, as amended (the "Act") and the securities legislation (the "Legislation") of Alberta, British Columbia, Manitoba, Newfoundland and Labrador, Nova Scotia, Québec and Saskatchewan.
8. The British Columbia Securities Commission (the "BCSC") is the Applicant's principal regulator. Following the Continuance, the BCSC will remain as the Applicant's principal regulator.
9. The Applicant is not in default under any provision of the OBCA, the Act or the Legislation or the regulations or rules made thereunder and is not in default under any rules, regulations or policies of the TSX-V.
10. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, any pending proceeding under the OBCA, the Act or the Legislation.
11. A summary of the material provisions respecting the proposed Continuance was provided to the shareholders of the Applicant (the "Share-holders") in the management information circular of the Applicant dated July 11, 2016 (the "Circular") in respect of the Applicant's annual and special meeting of shareholders held on August 15, 2016 (the "Meeting"). The Circular included a summary comparison, which was not intended to be exhaustive, of the differences between the OBCA and the BCBCA. The Circular was mailed to Shareholders and was filed on the System for Electronic Document Analysis and Retrieval on July 19, 2016.
12. The Circular advised the shareholders of their dissent rights in connection with the proposed Continuance (the "Continuance Resolution") pursuant to section 185 of the OBCA, and the Circular disclosed full particulars of this right in accordance with applicable law.
13. In accordance with the OBCA, the Continuance Resolution was proposed as a special resolution at the Meeting and required the approval of at least 66 2/3% of the votes cast thereon by Shareholders present in person or by proxy at the Meeting. Each Shareholder was entitled to one vote for each Common Share held.
14. Shareholders had the right to dissent with respect to the proposed Continuance pursuant to Section 185 of the OBCA, and the Circular disclosed full particulars of this right in accordance with applicable law.
15. The Continuance Resolution was approved at the Meeting by 99.66% of the votes cast by Shareholders in respect of the Continuance Resolution. None of the Shareholders exercised dissent rights pursuant to section 185 of the OBCA.
16. The Continuance is proposed to be made as the Applicant believes, inter alia, that the BCBCA will provide the Applicant with greater flexibility than the OBCA with respect to directors, as the BCBCA does not have a requirement that any of the directors be Canadian residents. Furthermore, the Applicant's head office is located in British Columbia.
17. Following the Continuance, the Applicant intends to remain a reporting issuer or the equivalent in each of Alberta, British Columbia, Manitoba, Newfoundland and Labrador, Nova Scotia, Ontario, Québec and Saskatchewan.
18. The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those of a corporation governed by the OBCA.
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the BCBCA.
DATED at Toronto this 2nd day of December, 2016.
Ontario Securities Commission
“Edward P. Kerwin”
Ontario Securities Commission