Filer deemed to have ceased to be offering its securities to the public under the OBCA.
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
IN THE MATTER OF
ROYAL OAK VENTURES INC.
(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 had an authorized capital consisting of an unlimited number of common shares (the "Common Shares") and an unlimited number of non-voting shares (the "Non-voting Shares").
2. The head office of the Applicant is located at 181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3.
3. At a special meeting of shareholders of the Applicant held on December 19, 2013, the holders of the Common Shares and the Non-voting Shares approved a special resolution authorizing the amalgamation of the Applicant with 2395914 Ontario Inc., a wholly owned subsidiary of Brookfield Holdings Canada Inc. (the "Amalgamation").
4. Upon the Amalgamation, shareholders of the Applicant received, for each Common Share and Non-voting Share, one preferred share of the new corporation ("Amalco").
5. The effective date of the Amalgamation was January 1, 2014.
6. As a result of the Amalgamation, Amalco became a private company that is wholly owned by Brookfield Holdings Canada Inc.
7. The Common Shares and the Non-voting Shares were delisted from the Canadian National Stock Exchange on January 2, 2014.
8. No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.
9. The Applicant ceased to be a reporting issuer, or the equivalent, in the provinces of Alberta, Saskatchewan, Manitoba, Ontario, Quebec, Nova Scotia, Newfoundland and Labrador and Yukon (the "Jurisdictions") effective January 21, 2014.
10. The Applicant filed a Notice of Voluntary Surrender of Reporting Issuer Status with the British Columbia Securities Commission (the "BCSC") under British Columbia Instrument 11-502 Voluntary Surrender of Reporting Issuer Status to voluntary surrender its reporting issuer status.
11. The BCSC confirmed the Applicant's non-reporting status in British Columbia effective on January 13, 2014.
12. The Applicant is no longer a reporting issuer or equivalent in any jurisdiction in Canada.
13. The Applicant has no intention to seek public financing by way of an offering of securities.
14. The Applicant's outstanding securities, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each jurisdiction of Canada and by fewer than 51 securityholders in today worldwide.
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 be deemed to have ceased to be offering its securities to the public for the purpose of the OBCA.
DATED January 31, 2014.