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 due to non-compliance with technical report form requirements – parent company will remedy the default

 

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.

National Instrument 43-101 Standards of Disclosure for Mineral Projects.

 

August 14, 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

SILVER BEAR RESOURCES INC.

(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, Alberta, Saskatchewan, Mani-toba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador (the Reporting Jurisdic-tions).

 

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 is a corporation existing under the laws of the Business Corporations Act (Ontario).

 

2.             The Filer’s head office is located at 120 Adelaide Street West, Suite 2500, Toronto, Ontario, M5H 1T1.

 

3.             The Filer is a reporting issuer under the laws of each of Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland and Labrador.

 

4.             At a special meeting of the shareholders of the Filer held on June 23, 2017, requisite shareholder approval was received in connection with a statutory plan of arrangement (the Arrangement) whereby all of the issued and outstanding com-mon shares of the Filer were exchanged for ordinary shares of Silver Bear Resources Plc (the Parent) and all convertible securities of the Filer were exchanged for convertible securities of the Parent. The Arrangement was approved by the Ontario Superior Court of Justice (Commercial List) on June 27, 2017, and completed on June 30, 2017. All convertible securities of the Filer, including debt securities, were cancelled after the exchange under the Arrangement, such that the only outstanding securities of the Filer are common shares.

 

5.             As a result of the Arrangement, all of the outstanding common shares of the Filer are beneficially owned, directly or indirectly, by the Parent.

 

6.             Following the Filer’s application to the Toronto Stock Exchange (the TSX) on June 30, 2017, the Filer’s common shares were delisted from the TSX effective as of the opening of business on July 5, 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 Opera-tion or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

 

7.             The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.

 

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

 

9.             The Filer is not in default of the securities legislation in any of the Reporting Jurisdictions, except for the Filer’s technical report filed on April 13, 2017 not being in compliance with Form 43-101F1 Technical Report as required under National Instrument 43-101 Standards of Disclo-sure for Mineral Projects (NI 43-101 Require-ments);

 

10.          Upon completion of the Arrangement, the Parent became a reporting issuer in the Reporting Jurisdictions. The Parent is therefore subject to continuous disclosure and other reporting issuer obligations, including the filing of relevant technical reports under NI 43-101 Requirements.

 

11.          The underlying property of the technical report is the same for the Parent and the Filer. The Parent’s filing of a compliant technical report on its SEDAR profile will effectively remedy the Filer’s default.

 

12.          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 not being in compliance with NI 43-101 Requirements.

 

13.          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.

 

14.          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.

 

“William Furlong”

Commissioner

Ontario Securities Commission

 

“Philip Anisman”

Commissioner

Ontario Securities Commission