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 and British Columbia – Issuer's securities listed for trading on the TSX Venture Exchange – Continuous disclosure requirements in Alberta and British Columbia 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

WHITE GOLD CORP.

 

ORDER

(Section 1(11))

 

                UPON the application of White Gold Corp. (the “Applicant”) to the Ontario Securities Commission (the “Commission”) for an order pursuant to subsection 1(11) of the Act deeming the Applicant to be a reporting issuer for the purposes of Ontario securities law;

 

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

 

                AND UPON the Applicant having represented to the Commission as follows:

 

1.             The Applicant was incorporated under the Company Act (British Columbia) under the name SYMC Resources Limited on March 26, 1987 (subsequently renamed G4G Resources Ltd. on October 12, 2007, and subsequently renamed G4G Capital Corp. on January 23, 2015) and continued under the Business Corporations Act (Ontario) pursuant to articles of continuance dated December 19, 2016. The Applicant’s registered and head office is 82 Richmond Street East, Toronto, Ontario M5C 1P1.

 

2.             The Applicant's common shares (the “Common Shares”) have been listed and posted for trading on the TSX Venture Exchange (“TSXV”) since May 19, 1998, and currently trade under the symbol “WGO”. The authorized share capital of the Applicant consists of an unlimited number of Common Shares of which a total of 66,281,486 Common Shares were issued and outstanding as of March 21, 2017. The Applicant does not have any class of securities authorized and outstanding, other than the Common Shares.

 

3.             The Applicant is a reporting issuer under the Securities Act (British Columbia) (the “BC Act”), and is also a reporting issuer under the Securities Act (Alberta) (the “Alberta Act”).

 

4.             The Applicant is not currently a reporting issuer or the equivalent in any jurisdiction in Canada other than Alberta and British Columbia.

 

5.             The Applicant is not in default of any requirements of the BC Act or the Alberta Act.

 

6.             The Applicant is not on the list of defaulting issuers maintained pursuant to the BC Act or pursuant to the Alberta Act.

 

7.             The continuous disclosure requirements of the Alberta Act and the BC Act are substantially the same as the continuous disclosure requirements under the Act.

 

8.             The materials filed by the Applicant as a reporting issuer in the Provinces of Alberta and British Columbia are available on the System for Electronic Document Analysis and Retrieval.

 

9.             The Applicant is not in default of any of the rules, regulations or policies of the TSXV.

 

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 a reporting issuer in Ontario.

 

11.          The Applicant has determined that it has a significant connection to Ontario in that, in addition to its head office being located in Ontario, over 85% of the Applicant’s Common Shares are registered to holders in Ontario.

 

12.          Neither the Applicant nor any of its officers, directors or, to the knowledge of the Applicant or its officers and directors, any controlling shareholder, has (i) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority, (ii) entered into a settlement agreement with a Canadian securities regulatory authority, or (iii) been subject to 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.

 

13.          Neither the Applicant, nor any of its officers, directors nor, to the knowledge of the Applicant and its officers and directors, any of its controlling shareholders, is or has been subject to: (i) any known ongoing or concluded investigations by: (a) a Canadian securities regulatory authority, or (b) 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 (ii) 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.

 

14.          Neither any of the officers or directors of the Applicant nor, to the knowledge of the Applicant and its officers and directors, any of its controlling shareholders, 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: (i) any cease trade or similar order, or order 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 (ii) 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.          The Province of Ontario will be the principal regulator for the Applicant once it has obtained reporting issuer status in Ontario.

 

16.          The Applicant will remit all filing fees due and payable by it pursuant to Commission Rule 13-502 Fees by no later than two business days from the date of this Order.

 

                AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

 

                IT IS HEREBY ORDERED pursuant to subsection 1(11) of the Act that the Applicant be deemed to be a reporting issuer for the purposes of Ontario securities law.

 

                DATED this 3rd day of May, 2017.

 

“Michael Balter”

Manager, Corporate Finance

Ontario Securities Commission