Securities Law & Instruments


Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications – The securities of the issuer are beneficially owned by not more than 50 persons and are not traded through an exchange or market – The issuer is not an OTC reporting issuer; the securities of the issuer are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders worldwide; no securities of the issuer are traded on a market in Canada or another country; the issuer is not in default of securities legislation except it has not filed certain continuous disclosure documents

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).

November 28, 2017

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA AND ONTARIO
(the Jurisdictions)

AND

IN THE MATTER OF
THE PROCESS FOR CEASE TO BE
A REPORTING ISSUER APPLICATIONS

AND

IN THE MATTER OF
POLARIS MATERIALS CORPORATION
(the Filer)

ORDER

Background

1              The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Makers) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (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 dual application):

(a)           the British Columbia Securities Commis-sion is the principal regulator for this application,

(b)           the Filer has provided notice that subsec-tion 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador, and

(c)           this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

2              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

3              This order is based on the following facts represented by the Filer:

1.             Polaris Materials Corporation (Polaris) was originally incorporated under the Business Corporations Act (British Columbia) on May 14, 1999;

2.             on November 17, 2017 all of the Common Shares of Polaris were acquired by 1134771 B.C. Ltd., by way of a plan of arrangement (the Arrangement) under the Business Corporations Act (British Columbia) in consideration for $3.40 per Common Share;

3.             on November 17, 2017, following the acquisition of all of the Common Shares of Polaris by 1134771 B.C. Ltd., Polaris amalgamated with its sole shareholder, 1134771 B.C. Ltd., under the Business Corporations Act (British Columbia) with the amalgamated company, being the Filer, continuing under the name Polaris Materials Corporation;

4.             the Filer’s authorized share capital consists of an unlimited number of common shares (Common Shares);

5.             there are 100 Common Shares issued and outstanding, all of which are owned by U.S. Concrete, Inc.;

6.             the Filer has no securities issued and outstanding other than as set out in paragraph 5;

7.             the Common Shares were delisted from the Toronto Stock Exchange on November 20, 2017;

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

9.             the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;

10.          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 Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;

11.          the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer;

12.          the Filer is not in default of securities legislation in any jurisdiction, other than an obligation of Polaris to file on or before November 14, 2017 its interim financial statements and related manage-ment’s discussion and analysis for the interim period ended September 30, 2017 as required under National Instrument 51-102 Continuous Disclosure Obligations and the related certi-ficates as required under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (collectively, the Filings); and

13.          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 failure to file the Filings.

Order

4              Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.

The decision of the Decision Makers under the Legislation is that the Order Sought is granted.

“Andrew S. Richardson, CPA, CA”
Acting Director, Corporate Finance
British Columbia Securities Commission