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 MCVICAR INDUSTRIES 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 a corporation constituted under the laws of Ontario by the amalgamation (the Amalgamation) on April 30, 2014 of McVicar Industries Inc. (MCV), a corporation formerly listed on the TSX Venture Exchange (TSXV) and an "offering corporation" as defined in the OBCA, and 1909734 Ontario Limited (1909734), a non-offering corporation and a wholly-owned subsidiary of G C Consulting & Investment Corp. (GCCI). The Applicant has an authorized capital consisting of an unlimited number of common shares (theCommon Shares) and an unlimited number of redeemable preference shares (Preference Shares);

2. The registered and head office of Applicant is located at Unit 25, 11 Progress Avenue, Toronto, Ontario M1P 4S7;

3. On January 31, 2014 MCV, GCCI and 1909734, a wholly-owned subsidiary of GCCI, entered into a merger agreement which provided the terms and conditions of the Amalgamation and the procedure for the review and approval of same by a special committee of independent directors of MCV and by shareholders of MCV by special resolution;

4. Prior to entering into such merger agreement, GCCI and related parties to GCCI held or exercised control or direction over 6,261,182 common shares of MCV (the Insider Shares) or approximately 21.75% of the issued and outstanding common shares of MCV (the MCV Shares);

5. On April 29, 2014, the Amalgamation was approved by a special resolution of the shareholders of MCV at a special meeting of shareholders duly called for such purpose by 15,611,894 votes or approximately 96.9% of the 16,118,880 votes cast at the meeting (9,350,712 or approximately 94.9% excluding votes attaching to the Insider Shares). A total of 506,986 votes were cast against the special resolution;

6. The Amalgamation became effective on April 30, 2014 by the filing of articles of amalgamation with the Ministry of Government Services Ontario;

7. Pursuant to the Amalgamation:

a. all of the outstanding MCV Shares other than the Insider Shares and shares held by persons who exercised their dissent rights under section 185 of the OBCA were exchanged for Preference Shares;

b. all of the Preference Shares were then redeemed for $0.50 cash per Preference Share;

c. the Insider Shares and the shares held by persons who exercised their dissent rights were cancelled;

d. the issued and outstanding common shares of 1909734, all of which were held by GCCI, were exchanged for Common Shares; and

e. GCCI became the sole beneficial holder of all of the Common Shares and the Applicant became a wholly-owned subsidiary of GCCI;

8. As of the date of this order, all of the outstanding securities of the Applicant, including debt securities, which are beneficially owned, directly or indirectly, are held by a sole security holder, namely GCCI;

9. The MCV Shares were de-listed from the TSXV, effective as of the close of trading on May 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. The Applicant voluntarily surrendered its reporting issuer status in 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 May 12, 2014 that, effective May 19, 2014, the Applicant is not a reporting issuer in British Columbia;

12. The Applicant applied to the Commission, as principal regulator for relief to not be a reporting issuer in Alberta, Manitoba and Ontario, being all of the jurisdictions in Canada in which it was then a reporting issuer (the Relief Requested);

13. The Relief Requested was granted on June 5, 2014, and as a result the Applicant is no longer a reporting issuer or equivalent in any jurisdiction of Canada;

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

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 25th day of July, 2014.

"Vern Krishna"
Commissioner
Ontario Securities Commission
 
"Mary Condon"
Commissioner
Ontario Securities Commission