Filer deemed to have ceased to be offering its securities to the public under the OBCA.
IN THE MATTER OF THE BUSINESS CORPORATIONS ACT, R.S.O. 1990, c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF CHAMPION IRON MINES LIMITED (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 having represented to the Commission that:
1 The Applicant is an "offering corporation" as that term is defined in subsection 1(1) of the OBCA, and has an authorized capital consisting of an unlimited number of common shares.
2 The registered and head office of the Applicant is located at 20 Adelaide Street East, Suite 301, Toronto, Ontario M5C 2T6.
3 Pursuant to articles of incorporation dated December 24, 2013, Champion Exchange Limited (Canco) was incorporated under the laws of the Province of Ontario as a wholly-owned subsidiary of Mamba Minerals Limited (Mamba), in order to implement the Arrangement (as defined below).
4 In connection with a plan of arrangement between Mamba, the Applicant and Canco, on March 27, 2014, shareholders of the Applicant approved by special resolution a plan of arrangement (the Arrangement) pursuant to which, among other things, certain directors and officers of the Applicant would become the directors and officers of Mamba and all of the outstanding securities of the Applicant held by securityholders of the Applicant would be exchanged for securities of Mamba (and in some instances Canco), with the result being that the Applicant would become a wholly-owned subsidiary of Mamba and securityholders of the Applicant would, upon completion of the Arrangement and the automatic exchange of securities provided thereby, become equivalent securityholders in Mamba.
5 On March 28, 2014, a final order of the Superior Court of Justice (Ontario) was granted approving the Arrangement (Court File No: CV-14-10442-00CL).
6 Pursuant to articles of arrangement dated March 31, 2014 (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) the Applicant became the wholly-owned subsidiary of Mamba;
(b) the former securityholders of the Applicant became equivalent securityholders of Mamba upon the automatic exchange of their securities of the Applicant; and
(c) Mamba became a reporting issuer in the jurisdictions of Canada in which the Applicant was a reporting issuer immediately prior to the Effective Time.
8 Mamba changed its name to "Champion Iron Limited" effective March 31, 2014.
9 Effective at the opening of markets on March 31, 2014, the common shares of the Applicant were de-listed from the Toronto Stock Exchange in substitution for the common shares of Mamba, which have been listed and are posted for trading under the trading symbol "CIA".
10 No securities of the Applicant are traded on a "marketplace" as defined in National Instrument 21-101 Marketplace Operation.
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 April 14, 2014 that, effective April 14, 2014, the Applicant is not a reporting issuer in the Province of British Columbia.
12 The Applicant has applied to the jurisdictions in Canada (other than the Province of British Columbia) in which it is a reporting issuer for an order that it has ceased to be a reporting issuer, (the Relief Requested) and, upon the granting of the Relief Requested and the order for which this application is made, the Applicant will not be a reporting issuer or equivalent in any jurisdiction in Canada.
13 The Applicant is not in default of any securities legislation in any jurisdiction in Canada in which the Applicant is currently a reporting issuer.
14 The Applicant has no plans to seek public financing by offering its securities in Canada.
AND UPON the Commission being satisfied that to grant this order would not be prejudicial to the public interest;
IT IS ORDERED 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 May2, 2014.