Securities Law & Instruments

Headnote

 

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

 

Applicable Legislative Provisions

 

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

BISON GOLD 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 incorporated under the OBCA.

 

2.             The Applicant is an "offering corporation" as defined in the OBCA.

 

3.             The Applicant has an authorized capital consisting of an unlimited number of common shares (the Common Shares), of which 15,750,765 Common Shares are outstanding.

 

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

 

5.             On August 7, 2017, the Applicant entered into an arrangement agreement with Klondex Mines Ltd. (Klondex), as amended on September 6, 2017, pursuant to which Klondex agreed to acquire all of the issued and outstanding Common Shares by way of a court-approved plan of arrangement in accordance with Section 182 of the OBCA (the Arrangement).

 

6.             The Arrangement was approved by the shareholders of the Applicant at a special meeting of shareholders of the Applicant held on October 11, 2017.

 

7.             The Arrangement was approved by the Ontario Superior Court of Justice (Commercial List) on October 16, 2017.

 

8.             The Arrangement was completed on October 19, 2017. As a result of the Arrangement: (i) each holder of Common Shares immediately before the effective time of the Arrangement received 0.1242 of a common share in the capital of Klondex (each such whole share being a Klondex Share) for each Common Share held; and (ii) holders of warrants to acquire Common Shares will be entitled to receive, upon exercise of such warrants, 0.1242 of a Klondex Share for each warrant so exercised.

 

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

 

10.          The Common Shares had been listed and posted for trading on the TSX Venture Exchange (the TSX-V) under the symbol "BGE". On October 23, 2017, the TSX-V delisted the Common Shares.

 

11.          The Common Shares had been listed and posted for trading on OTC Market's OTC Pink (the OTC Pink) under the symbol "BGEZF". On October 23, 2017, the OTC Pink delisted the Common Shares.


12.          The Common Shares had been listed and posted for trading on the Frankfurt Stock Exchange under the symbol "AK7A". On October 24, 2017, the Frankfurt Stock Exchange delisted the Common Shares.

 

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

 

14.          The Applicant was a reporting issuer, or the equivalent, in the provinces of Ontario, Alberta, British Columbia and Manitoba (collectively, the Jurisdictions) and applied to the Commission, as principal regulator, for a decision that it is not a reporting issuer in the Jurisdictions in accordance with the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (the Reporting Issuer Relief). The Reporting Issuer Relief was granted on November 23, 2017 and, as a result, the Applicant is not a reporting issuer or equivalent in any jurisdiction of Canada.

 

                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 is deemed to have ceased to be offering its securities to the public.

 

                DATED at Toronto on this 28th day of November, 2017.

 

“Garnet W. Fenn”

Commissioner

Ontario Securities Commission

“Philip Anisman”

Commissioner

Ontario Securities Commission