Silver Bear Resources Inc. – s. 1(6) of the OBCA

Order

Headnote

Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act(Ontario).

Statutes Cited

 

Securities Act, R.S.O. 1990, c. S.5, as am.

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, C. B.16, AS AMENDED

(the OBCA)

 

AND

 

IN THE MATTER OF

SILVER BEAR RESOURCES INC.

(the Applicant)

 

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 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 (Common Shares) and an unlimited number of preference shares (Prefer-ence Shares).

 

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

 

3.             The Applicant entered into an arrangement agreement with Silver Bear Resources Plc (the Parent) on May 15, 2017 providing for the exchange of all of the issued and outstanding Common Shares for ordinary shares of the Parent and for the exchange of all convertible securities of the Applicant for convertible securities of the Parent.

 

4.             The Arrangement was approved by the shareholders of the Applicant at a special meeting of shareholders held on June 23, 2017 and by the Ontario Superior Court of Justice (Commercial List) on June 27, 2017.

5.             The Arrangement was completed on June 30, 2017.

 

6.             The Common Shares were delisted from the Toronto Stock Exchange on July 5, 2017. The convertible securities of the Applicant were cancelled after the exchange.

 

7.             As of the date of this decision, all of the issued and outstanding Common Shares of the Applicant (which are the only outstanding securities of the Applicant) are beneficially owned, directly or indirectly, by the Parent.

 

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

 

9.             On August 11, 2017, 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 National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

                AND UPON the Commission being satisfied that 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 is deemed to have ceased to be offering its securities to the public.

                DATED at Toronto on this 14th day of August, 2017.

“William Furlong”

Commissioner

Ontario Securities Commission

“Philip Anisman”

Commissioner

Ontario Securities Commission