Securities Law & Instruments

Headnote

Filer deemed to have ceased to be offering its securities to the public under the OBCA.

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 VOLTA 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 an "offering corporation" as defined in the OBCA, and has an authorized capital consisting of an unlimited number of common shares ("Common Shares");

2. The head office of the Applicant is located at 67 Yonge Street, Suite 602, Toronto, Ontario, M5E 1J8;

3. On November 14, 2013, the Applicant and B2Gold Corp. ("B2Gold") entered into an arrangement agreement pursuant to which B2Gold would acquire all of the issued and outstanding Common Shares based on an exchange ratio of 0.15 of a common share of B2Gold for each Common Share (the "Exchange Ratio") under a court-approved plan of arrangement under Section 182 of the OBCA (the "Arrangement");

4. The Arrangement was approved by the shareholders of the Applicant on December 17, 2013;

5. On December 19, 2013, a final order of the Superior Court of Justice (Ontario) was granted approving the Arrangement;

6. Pursuant to the articles of arrangement dated December 20, 2013 (the "Effective Date"), the Arrangement became effective as of 12:01 a.m. (the "Effective Time") on the Effective Date;

7. As of the Effective Time:

(a) all of the issued and outstanding Common Shares held by securityholders of the Applicant were exchanged for common shares of B2Gold based on the Exchange Ratio;

(b) the former securityholders of the Applicant became securityholders of B2Gold upon the exchange of their securities of the Applicant;

(c) all of the outstanding stock options of the Applicant were exchanged and the former holders thereof received options to purchase common shares of B2Gold based on the Exchange Ratio; and

(d) the Applicant became the wholly-owned subsidiary of B2Gold;

8. As of the date hereof all of the outstanding securities of the Applicant, including debt securities, which are beneficially owned, directly or indirectly, are held by B2Gold;

9. The Common Shares have been de-listed from the Toronto Stock Exchange, effective as of the close of trading on December 27, 2013;

10. No securities of the Applicant, 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 Applicant voluntarily surrendered its reporting issuer status in the Province of British Columbia pursuant to British Columbia Instrument 11-502 Voluntary Surrender of Reporting Issuer Status and has received confirmation from the British Columbia Securities Commission dated January 7, 2014 that, effective January 13, 2014, the Applicant is not a reporting issuer in the Province of British Columbia;

12. The Applicant is a reporting issuer, or the equivalent, in all of the jurisdictions in Canada in which it is currently a reporting issuer and to its knowledge is currently not in default of any of the applicable requirements under the legislation. The Applicant has applied for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer (the "Relief Requested");

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

14. Upon the grant of the Relief Requested, the Applicant will not be 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 be deemed to have ceased to be offering its securities to the public for the purpose of the OBCA.

DATED this 7th day of February, 2014.

"Deborah Leckman"
Commissioner
Ontario Securities Commission
 
"Christopher Portner"
Commissioner
Ontario Securities Commission