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 (the OBCA) AND IN THE MATTER OF MOSS LAKE GOLD MINES LTD. (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 section 1(1) of the OBCA, and has an authorized capital consisting of an unlimited number of common shares (the Common Shares).
2. The Applicant was formed by Articles of Amalgamation under the OBCA on March 28, 2014.
3. The registered office of the Applicant is located at 8 King Street East, Suite 1305, Toronto, Ontario M5C 1B5.
4. On January 24, 2014, Wesdome Gold Mines Ltd. (Wesdome), 2404027 Ontario Inc. (Subco), a wholly-owned subsidiary of Wesdome, and Moss Lake Gold Mines Ltd. (the Target) entered into a business combination agreement pursuant to which Wesdome agreed, through Subco, to acquire all of the issued and outstanding shares of the Target (the Target Shares) not already owned by Wesdome (the Transaction).
5. The Transaction was effected by means of a three-cornered amalgamation under the OBCA (the Amalgamation) pursuant to which Subco and the Target amalgamated to form the Applicant.
6. Upon the consummation of the Amalgamation:
(a) the issued and outstanding Target Shares, other than those held by Wesdome, were exchanged for fully-paid and non-assessable common shares in the capital of Wesdome (the Wesdome Shares) on the basis of one Wesdome Share for every 3.85 Target Shares (the Exchange Ratio);
(b) each issued and outstanding stock option of the Target (the Target Options) was cancelled and in its place, Wesdome granted such number of stock options as determined in accordance with the Exchange Ratio, on the same terms and conditions as the cancelled Target Options, except to the extent their terms were adjusted (in accordance with the terms of such Target Option) to reflect the Amalgamation;
(c) the promissory note in the principal amount of $2,000,000 issued by the Target in favour of Wesdome has continued in effect, unamended;
(d) the Target Shares held by Wesdome were cancelled without any repayment therefor; and
(e) each issued and outstanding common share in the capital of Subco was cancelled and converted into one Common Share and the Applicant became a wholly-owned subsidiary of Wesdome.
7. The Amalgamation was completed on March 28, 2014.
8. As of the date hereof all of the outstanding securities of the Applicant are beneficially owned, directly or indirectly, by Wesdome.
9. Prior to the Amalgamation becoming effective, the Target Shares were listed on the TSX Venture Exchange (the TSXV). The Target Shares were delisted from the TSXV effective at the close of business on April 1, 2014.
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. On April 2, 2014, 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 voluntarily surrender its reporting issuer status.
12. The BCSC confirmed the Applicant's non-reporting issuer status in British Columbia effective April 13, 2014.
13. On April 3, 2014, the Applicant applied under the securities legislation of Ontario and Alberta (collectively, the Jurisdictions) for a decision that the Applicant is not a reporting issuer in the Jurisdictions in accordance with the simplified procedure set out in CSA Staff Notice 12-307 -- Applications for a Decision that an Issuer is not a Reporting Issuer (the Order). The Order was granted on April 15, 2014.
14. The Applicant is not a reporting issuer or the equivalent in any other jurisdiction of Canada.
15. The Applicant has no intention of seeking public financing by way of an offering of securities in any jurisdiction of Canada by way of a private placement or public offering.
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 purposes of the OBCA.
DATED at Toronto on this 23rd day of May, 2014.