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).


ORDER (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 having represented to the Commission that:

1. The Applicant is incorporated under the OBCA.

2. The Applicant is an "offering corporation" as defined in subsection 1(1) of the OBCA.

3. The Applicant has an authorized capital consisting of an unlimited number of common shares (the Common Shares), of which 159,699,558 Common Shares are issued and outstanding as of the date hereof.

4. The head office of the Applicant is located at Suite 3400, One First Canadian Place, Toronto, Ontario, M5X 1A4, Canada.

5. On December 15, 2017, the Applicant entered into an arrangement agreement with Osisko Metals Incorporated (Osisko Metals), pursuant to which, among other things, (i) Osisko Metals agreed to acquire all of the issued and outstanding Common Shares, and (ii) a newly-formed company (Spinco) would be created to hold all of the assets and liabilities of the Applicant, with the exception of the Pine Point project located in the Northwest Territories, all by way of a court-approved plan of arrangement under the provisions of Section 182 of the OBCA (the Arrangement).

6. On February 16, 2018 a special meeting of the shareholders of the Applicant was held where the Arrangement was approved by the shareholders of the Applicant.

7. The Arrangement was approved by a final order of the Ontario Superior Court of Justice (Commercial List) on February 21, 2018.

8. The Arrangement was completed on February 23, 2018. As a result of the Arrangement, each shareholder of the Applicant became entitled to receive, in exchange for each Common Share held immediately prior to the effective time of the Arrangement: (i) 0.2710 of a common share of Osisko Metals; (ii) 0.0677 of a common share purchase warrant of Osisko Metals, with each whole warrant entitling the holder thereof to acquire one common share of Osisko Metals at an exercise price of C$1.50 per share for a period of 12 months; and (iii) one (1) common share of Spinco, which shares were consolidated on a 10:1 basis under the Arrangement.

9. As of the date of this order, all of the issued and outstanding Common Shares are beneficially owned, directly or indirectly, by Osisko Metals and no other securities, including debt securities, of the Applicant are outstanding.

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

11. On April 12, 2018, the Applicant was granted an order pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario) that it is not a reporting issuer in 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 that to grant this order would not be prejudicial to the public interest;

IT IS ORDERED by the Commission pursuant to subsection 1(6) of the OBCA, that the Applicant is deemed to have ceased to be offering its securities to the public.

DATED at Toronto on this 27th day of April, 2018.

"Peter Currie"
Ontario Securities Commission
"Philip Anisman"
Ontario Securities Commission