Securities Law & Instruments


Headnote

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 securities legislation – issuer in default of its obligation to file and deliver its interim financial statements and related management’s discussion and analysis – 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.

May 19, 2017

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ONTARIO
(the Jurisdiction)

AND

IN THE MATTER OF
THE PROCESS FOR CEASE TO BE
A REPORTING ISSUER APPLICATIONS

AND

IN THE MATTER OF
NIAGARA VENTURES CORPORATION
(the Filer)

ORDER

Background

The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):

(a)           the Ontario Securities Commission is the principal regulator for this application; and

(b)           the Filer has provided notice that sub-section 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia and Alberta.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.

Representations

This order is based on the following facts represented by the Filer:

1.             The Filer was formed under, and is governed by, the Business Corporations Act (Ontario) (the OBCA).

2.             The Filer’s head office and registered office is located at 406 - 7 St. Thomas Street, Toronto, Ontario, M5S 2B7.

3.             The Filer is a reporting issuer under the laws of each of Ontario, British Columbia and Alberta.

4.             At a special meeting of the shareholders of the Filer held on April 19, 2017, requisite shareholder approval was received in connection with a “going-private” transaction by way of a consolidation of the issued and outstanding common shares of the Filer, on the basis of one post-consolidation common share for every 2,934,311 pre-consolidation common shares (the Consolidation).

5.             On April 19, 2017 the Filer filed articles of amendment pursuant to the OBCA to effect the Consolidation and, accordingly, the issued and outstanding common shares of the Filer were consolidated on the basis of one post-consolidation common share for every 2,934,311 pre-consolidation common shares.  Fractional common shares were not issued and each former holder of a fractional common share became entitled to receive $0.015 in cash for each pre-consolidation common share held immediately prior to the Consolidation.

6.             As a result of the Consolidation, the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by only one securityholder.

7.             Following the Filer’s application to the TSX Venture Exchange (the TSXV) on April 19, 2017, the Filer’s common shares were delisted from the TSXV effective as of the close of business on April 24, 2017.  Accordingly, no securities of the Filer, 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 Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.

9.             The Filer has no current intention to seek public financing by way of an offering of securities in any jurisdiction in Canada.

10.          The Filer is not in default of securities legislation in any jurisdiction, except for its failure to file its interim financial statements and interim management’s discussion and analysis for the period ended February 28, 2017 as required under National Instrument 51-102 Continuous Disclosure Obligations and the related interim certificates as required under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (collectively, the Filings), all of which became due on May 1, 2017 following the Consolidation.

11.          The Filer is not eligible to use the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications as it is in default for failure to file the Filings. 

12.          The Filer is applying for an order that the Filer has ceased to be a reporting issuer in in all of the jurisdictions in Canada in which it is a reporting issuer.

13.          Upon granting of the Order Sought, the Filer will not be a reporting issuer in any jurisdiction in Canada.

Order

The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.

The decision of the principal regulator under the Legislation is that the Order Sought is granted.

“Tim Moseley”
Commissioner
Ontario Securities Commission

“William Furlong”
Commissioner
Ontario Securities Commission