Securities Law & Instruments

Headnote

 

Subsection 1(11)(b) – Order that the issuer is a reporting issuer for the purposes of Ontario securities law – Issuer is already a reporting issuer in Alberta, British Columbia and Quebec – Issuer's securities listed for trading on the TSX Venture Exchange – Continuous disclosure requirements in Alberta, British Columbia and Quebec are substantially the same as those in Ontario – Issuer has a significant connection to Ontario.

 

Statutes Cited

 

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).

 

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED

(the Act)

 

AND

 

IN THE MATTER OF

AUTOMATIVE FINCO CORP.

(formerly RESSOURCES MINIÈRES AUGYVA INC. / AUGYVA MINING RESOURCES INC.)

 

ORDER

(clause 1(11)(b))

 

                UPON the application of Automotive Finco Corp. (the Applicant) to the Ontario Securities Commission (the Commission) for an order pursuant to clause 1(11)(b) of the Act that, for the purposes of Ontario securities law, the Applicant is a reporting issuer;

 

                AND UPON considering the application and the recommendation of the staff of the Commission;

 

                AND UPON the Applicant representing to the Commission as follows:

 

1.             The Applicant is a corporation incorporated under the Canada Business Corporations Act on December 5, 1986.

 

2.             The head office and registered address of the Applicant is located at 10 King Street East, Suite 1202, Toronto, Ontario M5C 1C3.

 

3.             The authorized share capital of the Applicant consists of an unlimited number of common shares with no par value (the Common Shares). The applicant has no other class of shares.

 

4.             As of the date hereof, 18,503,849 Common Shares are issued and outstanding.

 

5.             The Applicant has been a reporting issuer under the Securities Act (Quebec) (the Quebec Act) since July 17, 2000, the Securities Act (Alberta) (the Alberta Act) since January 20, 2002 and the Securities Act (British Columbia) (the BC Act) since November 29, 1999 and is not a reporting issuer or the equivalent in any jurisdiction in Canada other than Quebec, Alberta and British Columbia.

 

6.             The continuous disclosure materials filed by the Applicant under the securities legislation in Quebec, Alberta and British Columbia are available on the System for Electronic Document Analysis and Retrieval (SEDAR).

 

7.             The continuous disclosure materials filed by the Applicant under the requirements of the Quebec Act, BC Act and the Alberta Act are substantially the same as the continuous disclosure requirements under the Act.

 

8.             The Common Shares are listed and posted for trading on the TSX Venture Exchange (the TSXV) under the symbol "AFCC". The Common Shares were first listed on the TSXV on October 1, 2001. The Applicant is in good standing under the rules, regulations and policies of the TSXV.

 

9.             On March 3, 2017, the Applicant implemented a change of business transaction within the meaning of the policies of the TSXV, as a result of which, among other things, (i) it changed its name to Automotive Finco Corp. and consolidated its Common Shares on a ratio of 15 pre-consolidation Common Shares to 1 post-consolidation Common Share; (ii) it completed a private placement to AA Capital LP (AA Capital), an Ontario limited partnership, resulting in AA Capital becoming a new control person of the Applicant; and (iii) it entered into an administration agreement with a limited partnership (the Partnership) pursuant to which the Partnership will administer the general and administrative affairs of the Applicant.


10.          Pursuant to the policies of the TSXV, a listed-issuer, which is not otherwise a reporting issuer in Ontario, must assess whether it has a ‘significant connection to Ontario’ (as defined in the policies of the TSXV) and, upon becoming aware that it has a significant connection to Ontario, promptly make a bona fide application to the Commission to be deemed to be a reporting issuer in Ontario.

 

11.          The Applicant has determined that it has a significant connection to Ontario. In addition to the Applicant’s head office and registered office being located in Ontario, the registered and beneficial shareholders of the Applicant who are resident in Ontario hold more than 10% of the total number of outstanding Common Shares. In addition, the Partnership that will administer the general and administrative affairs of the Applicant, including through the provision of the services of a Chief Executive Officer and the Chief Financial Officer and Corporate Secretary of the Corporation, exists under Ontario law (and the persons providing the services of Chief Executive Officer and Chief Financial Officer are located in Ontario).

 

12.          The Applicant has determined that the Commission will be the Applicant’s principal regulator once the Applicant becomes a reporting issuer in Ontario.

 

13.          Neither the Applicant nor any of its officers, directors, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, has:

 

(a)           been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;

 

(b)           entered into a settlement agreement with a Canadian securities regulatory authority; or

 

(c)           been the subject of any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

 

14.          Neither the Applicant nor any of its officers, directors, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been subject to:

 

(a)           any known ongoing or concluded investigations by:

 

(i)            a Canadian securities regulatory authority; or

 

(ii)           a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

 

(b)           any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver manager or trustee, within the preceding 10 years.

 

15.          Neither any of the officers or directors of the Applicant, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been at the time of such event an officer or director of any other issuer which is or has been subject to:

 

(a)           any cease trade or similar orders, or orders that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or

 

(b)           any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver manager or trustee, within the preceding 10 years.

 

16.          As of the date hereof, the Applicant is not on the default list of the securities regulatory authority in any jurisdiction in Canada in which it is a reporting issuer, and the Applicant is not in default of any requirement of the Act, the Alberta Act, the BC Act or the Quebec Act.

 

                AND UPON the Commission being satisfied that granting this Order would not be prejudicial to the public interest;

 

                IT IS ORDERED pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.

 

                DATED this 3rd day of April, 2017.

 

“Michael Balter”

Manager, Corporate Finance

Ontario Securities Commission