National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- application by a reporting issuer for an order that it is not a reporting issuer in Ontario, Alberta and British Columbia -- based on diligent inquiry, residents of Canada (i) do not directly or indirectly beneficially own more than 2% of each class or series of outstanding securities of the issuer worldwide, and (ii) do not directly or indirectly comprise more than 2% of the total number of securityholders of the issuer worldwide -- issuer is subject to U.S. securities law requirements -- issuer has provided notice through a press release that it has submitted an application to cease to be a reporting issuer in the relevant jurisdictions.
Applicable Legislative Provisions
Securities Act (Ontario), s. 1(10)(a)(ii).
May 14, 2020
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 NEW JERSEY MINING COMPANY (the "Filer")
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;
b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System ("MI 11-102") is intended to be relied upon in British Columbia and Alberta.
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
This order is based on the following facts represented by the Filer:
1. The Filer is a corporation incorporated under the laws of the state of Idaho.
2. The Filer's head office is located at 201 North 3rd Street, Coeur d'Alene, Idaho, 83814, United States.
3. The Filer is engaged in the mining industry and is currently a gold producer with mining operations in Idaho.
4. As at March 30, 2020, the Filer's issued capital is 123,812,144 common shares (the "Shares"). The Filer has no other securities outstanding as at the date hereof.
5. The Shares have been listed on the OTCQB under the trading symbol "NJMC" since February 2015.
6. On June 19, 2018, the Shares became listed on the Canadian Securities Exchange (the "CSE") under the trading symbol "NJMC" and the Filer became a reporting issuer in the provinces of British Columbia, Alberta and Ontario. The Filer is not a reporting issuer in any other jurisdiction in Canada.
7. The Filer's securities have only been listed on the OTCQB and the CSE.
8. On March 24, 2020, the Filer requested that the Shares be voluntarily delisted from the CSE, and on March 26, 2020, the Shares were delisted from the CSE.
9. The average trading volume of the Shares in Canada during the 12 months prior to delisting was 0.7% of the worldwide daily average volume of trading of the Filer's securities during the same period.
10. None of the Filer's securities are listed, traded or quoted on a marketplace in Canada (as that term is defined in National Instrument 21-101 Marketplace Operation) and the Filer does not intend to have its securities listed, traded or quoted on any such marketplace in Canada.
11. Other than its prior listing on the CSE, the Filer has not taken any steps during the last 12 months indicating that there is a market for its securities in Canada.
12. The Filer has no current intention to seek public or private financing by way of an offering of securities in any jurisdiction of Canada.
13. The Filer files continuous disclosure materials in accordance with securities laws in the United States.
14. The Filer qualifies as an "SEC foreign issuer" under National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers ("NI 71-102") and has relied on and complied with the exemptions from Canadian disclosure requirements under Part 4 of NI 71-102.
15. The Filer is not eligible for the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications because the Filer has greater than 51 securityholders worldwide and the Shares are listed on the OTCQB.
16. In support of the representations set forth below concerning the percentage of outstanding securities and the total number of securityholders in Canada, the Filer has:
a. undertaken a thorough and diligent examination of the Filer's securityholder list maintained by the Filer's transfer agents, Nevada Agency and Transfer Company and AST Trust Company;
b. undertaken a thorough and diligent examination of the Filer's non-objecting beneficial owner list; and
c. undertaken a thorough and diligent examination regarding the beneficial ownership of the Filer's securities based on a security position report provided by the Depository Trust and Clearing Corporation.
17. The Filer has calculated Canadian resident shareholdings using the most recent data available to the Filer and the results of these calculations were as follows: 1,564,048 Shares are held by 19 securityholders in Canada, representing 1.5% of all securityholders worldwide and 1.26% of the total issued and outstanding Shares of the Filer (based on 123,812,144 Shares outstanding as at March 30, 2020.
18. Accordingly, based on the foregoing, on a fully-diluted basis, residents of Canada do not directly or indirectly beneficially own more than 2% of each class or series of outstanding securities (including debt securities) of the Filer worldwide, nor do they directly or indirectly comprise more than 2% of the total number of securityholders of the Filer worldwide.
19. As a result of the Filer ceasing to be a reporting issuer, some of the outstanding Shares may be subject to resale restrictions within Canada under applicable Canadian securities laws. Canadian shareholders can trade Shares subject to resale restrictions provided that such trades are in compliance with sections 2.7 and 2.8 of OSC Rule 72-503 Distributions Outside Ontario, Alberta Securities Blanket Order 45-519 Prospectus Exemptions for Resale Outside Canada, and sections 2.14 and 2.15 of National Instrument 45-102 Resale of Securities.
20. The Filer is subject to the securities law of the United States.
21. The Filer undertakes to concurrently deliver to its Canadian securityholders all disclosure the Filer would be required to deliver to securityholders residing in the United States under United States securities law.
22. All public documents of the Filer are available on the Filer's EDGAR profile under the Filings section of the SEC website (www.sec.gov).
23. The Filer has provided advance notice to Canadian resident securityholders in a press release dated April 10, 2020 that it has applied to the OSC for an order stating that it is not a reporting issuer in the Jurisdictions and, if that order is made, the Filer will no longer be a reporting issuer in any jurisdiction of Canada.
24. The Filer is not in default of securities legislation in any jurisdiction.
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.