Securities Law & Instruments


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).

R.S.O. 1990, c. B.16, AS AMENDED
(the “OBCA”)


(the “Applicant”)

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

2.             The Applicant's registered and head office is located at Suite 3680, 130 King Street West, P.O. Box 99, Toronto, Ontario, M6X 1B1.

3.             The Applicant entered into an arrangement agreement with Zinc One Resources Inc. (“Zinc One”) on March 7, 2017, providing for the acquisition by Zinc One of all of the issued and outstanding Common Shares by way of a plan of arrangement under section 182 of the OBCA (the “Arrangement”).

4.             The Arrangement was approved by the shareholders of the Applicant at a special meeting of shareholders held on April 24, 2017 and by the Ontario Superior Court of Justice on April 27, 2017.

6.             The Arrangement was completed on June 1, 2017; and as a result, Zinc One became the sole beneficial holder of all of the Common Shares.

7.             As of the date of this decision, all of the issued and outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by a sole security holder, Zinc One.

8.             The Common Shares have been de-listed from the TSX Venture Exchange, effective as of the close of trading on June 2, 2017.

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

10.          On July 19, 2017, the Applicant was granted an order that it is not a reporting issuer in Ontario pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario), and is not a reporting issuer or the equivalent in any other jurisdiction of Canada in accordance with the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

                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, Ontario on this 25th day of July, 2017.

“Garnet W. Fenn”
Ontario Securities Commission

“Mark J. Sandler”
Ontario Securities Commission