Skyharbour Resources Ltd. – s. 1(11)(b)

Order


Headnote

Clause 1(11)(b) -- Order that the issuer is a reporting issuer for the purposes of Ontario securities law -- Issuer is already a reporting issuer in Alberta and British Columbia -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in Alberta and British Columbia are substantially the same as those in Ontario -- Issuer has a significant connection to Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED (the Act) AND IN THE MATTER OF SKYHARBOUR RESOURCES LTD.

ORDER (Clause 1(11)(b))

UPON the application of Skyharbour Resources Ltd. (the Applicant) to the Ontario Securities Commission (the Commission) for an order pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law;

AND UPON considering the application and the recommendations of the staff of the Commission;

AND UPON the Applicant's representing to the Commission as follows:

1. The Applicant was created under the laws of the Province of British Columbia (BC) as a result of an amalgamation of three companies, Carousel Resources Inc., Eagle River Mines Ltd. and Evergreen Energy Corporation, effective March 27, 1981, under the name, "Eagle River Mines Ltd.". The Applicant changed its name from Eagle River Mines Ltd. to Twin Eagle Resources Inc. effective January 28, 1985. The Applicant changed its name from Twin Eagle Resources Inc. to Cordal Resources Ltd. effective May 14, 1993. The Applicant changed its name from Cordal Resources Ltd. to Skyharbour Developments Ltd. effective November 4, 1999. The Applicant changed its name from Skyharbour Developments Ltd. to Skyharbour Resources Ltd. effective October 25, 2002.

2. The Applicant's head office is located at Suite 1610-777 Dunsmuir Street, P.O. Box 10427, Vancouver, BC, V7Y 1K4.

3. The Applicant's Registered Office is located at Suite 1710-1177 West Hastings Street, Vancouver, BC, V6E 2L3.

4. As of the date hereof, the Applicant's authorized share capital consists of an unlimited number of common shares (the Common Shares), of which 54,570,176 Common Shares are issued and outstanding.

5. The Applicant's Common Shares are listed and posted for trading on the TSX Venture Exchange (the TSXV) under the trading symbol: SYH, on the Frankfurt Stock Exchange under the symbol: SC1P and on the OTCQB under the symbol: SYHBF. The Common Shares are not traded on any other stock exchange or trading or quotation system.

6. The Applicant is currently a reporting issuer in Alberta and BC. The Applicant has been a reporting issuer under the Securities Act (BC) (the BC Act) since February 3, 1983. The Applicant was deemed to be a reporting issuer under the Securities Act (Alberta) (the Alberta Act) on November 26, 1999 when the Alberta Stock Exchange and the Vancouver Stock Exchange merged.

7. The Applicant is not currently a reporting issuer or the equivalent in any jurisdiction in Canada other than Alberta and BC.

8. The British Columbia Securities Commission is the principal regulator for the Applicant and will continue to be the principal regulator for the Applicant once it has obtained reporting issuer status in Ontario.

9. As of the date hereof, the Applicant is not on the list of defaulting issuers maintained pursuant to the Alberta Act or the BC Act and is not in default of any of its obligations under the Alberta Act or the BC Act or the rules and regulations made thereunder.

10. The continuous disclosure document requirements of the Alberta Act and the BC Act are substantially the same as the continuous disclosure requirements under the Act.

11. The materials filed by the Applicant under the Alberta Act and the BC Act are available on the System for Electronic Document Analysis and Retrieval (SEDAR), with July 8, 1997, being the date of the first electronic filing on SEDAR by the Applicant.

12. The Applicant is not in default of any of the rules, regulations or policies of the TSXV, the Frankfurt Stock Exchange or the OTCQB.

13. Pursuant to the policies of the TSXV, the Applicant is required to make an application to become a reporting issuer in Ontario upon determining that the Applicant has a significant connection to Ontario.

14. Pursuant to the policies of the TSXV, the Applicant has undertaken an assessment of its shareholder base to determine whether or not the Applicant has a "significant connection to Ontario" as defined in the policies of the TSXV. The Applicant obtained a geographical analysis report from Broadridge Investor Communications Corporation (Broadridge) that was based on security holder addresses of record identified in data files provided to Broadridge by financial intermediaries. The report indicated that there were 676 security holders in the Province of Ontario, representing 10,678,522 shares, being 33.65% (approximately) of the securities reported.

15. Neither the Applicant, nor any of its officers, directors, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, has:

(a) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;

(b) entered into a settlement agreement with a Canadian securities regulatory authority; or

(c) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

16. Neither the Applicant, nor any of its officers, directors, nor, to the knowledge of the Applicant and its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been subject to:

(a) any known ongoing or concluded investigations by a Canadian securities regulatory authority, or a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

17. Neither any of the officers or directors of the Applicant, nor, to the knowledge of the Applicant and its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been at the time of such event an officer or director of any other issuer which is or has been subject to:

(a) any cease trade or similar order, or order that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

18. The applicant will remit all participation fees due and payable by it pursuant to Ontario Securities Commission Rule 13-502 Fees by no later than two business days from the date of this Order.

AND UPON the Commission being satisfied that granting this Order would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.

DATED this 12th day of March, 2018.

"Jo-Anne Matear"
Manager, Corporate Finance
Ontario Securities Commission