National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- application for a decision that the issuer is not a reporting issuer under applicable securities laws -- issuer in default of its obligation to file and deliver its interim financial statements and related management's discussion and analysis -- requested relief granted.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
CSA Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer.
September 23, 2014
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO, ALBERTA, QUEBEC AND THE NORTHWEST TERRITORIES (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF DACHA STRATEGIC METALS INC. (the Filer)
The securities regulatory authority or regulator of each of the Jurisdictions (Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer is not a reporting issuer (the Exemptive Relief Sought).
Under the Process of Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):
a) the Ontario Securities Commission is the principal regulator for this application, and
b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.
Terms defined in National Instrument 14-101 -- Definitions have the same meaning if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. The Filer was incorporated under the Canada Business Corporations Act.
2. The Filer's head office is located in Toronto, Ontario.
3. The Filer is a reporting issuer in each of Ontario, British Columbia, Alberta, Quebec and the Northwest Territories.
4. The authorized share capital of the Filer consists of an unlimited number of common shares ("Common Shares") and an unlimited number of class A common shares ("Class A Common Shares").
5. On August 14, 2014, the Filer redeemed all of its issued and outstanding Common Shares. On the same date, 1447417 Ontario Inc. subscribed for 100 Class A Common Shares and is now the sole shareholder of the Filer. Accordingly, the outstanding securities of the Filer, including debt securities, are now beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions in Canada and fewer than 51 securityholders in total worldwide.
6. The Common Shares were delisted from the TSX Venture Exchange effective August 20, 2014. The Class A Common Shares are not listed.
7. No securities of the Filer, 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.
8. The Filer voluntarily surrendered its status as a reporting issuer in the Province of British Columbia pursuant to British Columbia Instrument 11-502 -- Voluntary Surrender of Reporting Issuer Status, effective as of August 30, 2014.
9. The Filer is applying for a decision that it is not a reporting issuer in all of the jurisdictions of Canada in which it is currently a reporting issuer.
10. The Filer is not in default of any of its obligations as a reporting issuer under the Legislation other than its obligation to file its interim financial statements and its management's discussion and analysis in respect of such statements for the period ended June 30, 2014, as required under National Instrument 51-102 -- Continuous Disclosure Obligations and the related certificates as required under National Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings (collectively, the "Filings"), all of which became due on August 29, 2014.
11. The Filer is not eligible to use the simplified procedure under the Canadian Securities Administrators Staff Notice 12-307 -- Applications for a Decision that an Issuer is not a Reporting Issuer because it is currently in default of its obligation to file the Filings, as described above.
12. The Filer has no intention to seek public financing by way of an offering of securities.
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the Decision.
The decision of the Decision Makers under the Legislation is that the Exemptive Relief Sought is granted.