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Kombat Copper Inc. – s. 1(11)(b)
Headnote
Subsection 1(11)(b) -- Order that the issuer is a reporting issuer for the purposes of Ontario securities law -- Issuer already a reporting issuer in Alberta and British Columbia -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in Alberta and British Columbia substantially the same as those in Ontario -- Issuer has a significant connection to Ontario.
Statutes Cited
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).
IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED ("the Act") AND IN THE MATTER OF KOMBAT COPPER INC.
ORDER (Paragraph 1(11)(b))
UPON the application of Kombat Copper Inc. (the "Issuer") to the Ontario Securities Commission (the "Commission") for a designation order that the Issuer is a reporting issuer for the purposes of Ontario securities law;
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON the Issuer having represented to the Commission as follows:
1. On December 11, 1997 a company by the name of Tathacus Resources Ltd. ("Tathacus") was incorporated pursuant to the Canada Business Corporations Act. On April 1, 2004 Tathacus amalgamated with a company called Pan Terra Industries 2003 Inc., the name of the amalgamated company being Pan Terra Industries Inc. ("Pan Terra"). On April 1, 2005 Pan Terra amalgamated with Aggressive Tool Ltd. and Bluebird Excavating and Demolition Ltd. The name of the amalgamated company remained Pan Terra Industries Inc. On August 26, 2009 Pan Terra filed Articles of Amendment to change each of its issued and outstanding common shares into 0.20 common shares. Pursuant to Articles of Amendment filed on April 30, 2012 Pan Terra changed its name to Kombat Copper Inc. On April 1, 2014 Kombat Copper Inc. amalgamated under section 185 of the Canada Business Corporations Act with 8802262 Canada Inc. The name of the amalgamated company remained Kombat Copper Inc.
2. The Issuer's head office is located at 65 Queen Street West, Suite 800, Toronto, Ontario, M5H 2M5.
3. The Issuer's common shares (the "Common Shares") have been listed and posted for trading on the TSX Venture Exchange ("TSXV") since approximately April 28, 2011. The current trading symbol is "KBT".
4. The Issuer became a reporting issuer under the Securities Act (British Columbia) (the "B.C. Act") and the Securities Act (Alberta) (the "Alberta Act") respectively on April 4, 2004.
5. The Issuer is not currently a reporting issuer or the equivalent in any jurisdiction in Canada other than British Columbia and Alberta.
6. The Issuer has confirmed that after becoming a reporting issuer in Ontario, it will designate Ontario as the principal regulator.
7. The Issuer is not on the lists of defaulting reporting issuers maintained by the Alberta Securities Commission and the British Columbia Securities Commission. The Issuer has not been the subject of any enforcement actions by the Alberta Securities Commission or the British Columbia Securities Commission or by the TSXV, and the Issuer is not in default of any requirement of the Act, the Alberta Act or the B.C. Act.
8. The continuous disclosure requirements of the Alberta Act and the B.C. Act are substantially the same as the continuous disclosure requirements under the Act.
9. The materials filed by the Issuer as a reporting issuer in the Provinces of Alberta and British Columbia are available on the System for Electronic Document Analysis and Retrieval (SEDAR).
10. The authorized share capital of the Issuer consists of an unlimited number of Common Shares, of which 114,782,047 Common Shares are issued and outstanding as of November 3, 2014.
11. Pursuant to the policies of the TSXV, a listed issuer, which is not otherwise a reporting issuer in Ontario, must assess whether it has a "Significant Connection to Ontario" (as defined in Policy 1.1 of the TSXV Corporate Finance Manual) and, upon becoming aware that it has a "Significant Connection to Ontario", promptly make a bona fide application to the Commission to be designated a reporting issuer in Ontario.
12. The Issuer has determined that it has a "Significant Connection to Ontario" in that a significant number of securities are held by Ontario residents. The Issuer's mind and management is principally located in Ontario, its head office is located in Toronto, Ontario, the majority of the Issuer's officers are located in Ontario, and five of the Issuer's six directors are located in Ontario.
13. Neither the Issuer nor any of its officers, directors or, to the knowledge of the Issuer or its officers and directors, any controlling shareholder, has (i) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority, (ii) entered into a settlement agreement with a Canadian securities regulatory authority, or (iii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.
14. Neither the Issuer, nor any of its officers, directors nor, to the knowledge of the Issuer and its officers and directors, any of its controlling shareholders, is or has been subject to: (i) any known ongoing or concluded investigations by: (a) a Canadian securities regulatory authority, or (b) a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or (ii) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.
15. None of the officers or directors of the Issuer nor, to the knowledge of the Issuer and its officers and directors, any of its controlling shareholders, is or has been at the time of such event an officer or director of any other issuer which is or has been subject to: (i) any cease trade or similar order, or order that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or (ii) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.
16. The Issuer will remit all participation fees due and payable by it pursuant to Commission Rule 13-502 Fees no later than two business days from the date hereof.
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
IT IS HEREBY ORDERED pursuant to subsection 1(11)(b) of the Act that the Issuer be deemed to be a reporting issuer for the purposes of Ontario securities law.
DATED at Toronto on this 6th day of November, 2014.
"Shannon O'Hearn"
Manager, Corporate Finance
Ontario Securities Commission