Securities Law & Instruments


Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – The securities of the issuer are beneficially owned by not more than 50 persons and are not traded through any 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).

May 29, 2018

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
U.S. GEOTHERMAL INC.
(the Filer)

ORDER

Background

1.             The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) 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 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 Alberta; 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.             the Filer is incorporated under the laws of the State of Delaware, United States of America;

2.             the authorized share capital of the Filer prior to the Merger was 250,000,000 shares of common stock, (Common Stock), with $0.001 par value per share;

3.             the issued and outstanding securities of the Filer immediately prior to the Merger consisted of 19,494,566 shares of Common Stock, options representing the right to acquire Common Stock, and notes and other indebtedness;

4.             on April 24, 2018, pursuant to an agreement and plan of merger among Ormat Nevada Inc. (the Parent), its wholly owned subsidiary, OGP Holding Corp. (the Subsidiary) and the Filer, the Subsidiary merged with and into the Filer as the surviving corporation; as a result, the Filer became a wholly owned direct subsidiary of the Parent (the Merger);

5.             following completion of the Merger, the Filer has no securities issued and outstanding other than 100 shares of Common Stock, all of which are owned by the Parent;

6.             on April 24, 2018, NYSE American LLC filed with the United States Securities and Exchange Commission a Form 25 to delist the Common Stock of the Filer, and that delisting became automatically effective the opening of business on May 7, 2018;

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

8.             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;

9.             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;

10.          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;

11.          the Filer is not in default of securities legislation in any jurisdiction, other than the obligation of the Filer to file on or before May 15, 2018 its interim financial statements and related management’s discussion and analysis for the interim period ended March 31, 2018, as required under National Instrument 51-102 Continuous Disclosure Obligations and the related certificates as required under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (collectively, the Filings); and

12.          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.

“John Hinze”
Director, Corporate Finance
British Columbia Securities Commission