National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- application by a reporting issuer for an order under subsection 1(10) of the Securities Act (Ontario) that it is not a reporting issuer -- the filer is a wholly owned subsidiary of another issuer as a result of a plan of arrangement under the Business Corporations Act (Ontario) -- the filer is in default of its obligation to file and deliver its interim financial statements and management's discussion and analysis and the related certifications as required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
December 16, 2014
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO AND ALBERTA (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF BEAR LAKE GOLD LTD. (the Filer)
The securities regulatory authority or regulator in each of the Jurisdictions (the 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 in the Jurisdictions (the Exemptive Relief Sought).
Under the Process for 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 and Multilateral Instrument 11-102 Passport System have the same meaning as if used in this decision, unless otherwise defined.
This decision is based on the following facts represented by the Filer:
1. The Filer was formed on May 22, 2014 by way of an amalgamation under the Business Corporations Act (Ontario).
2. The Filer's head office is located in Toronto, Ontario.
3. The Filer is currently a reporting issuer in each of the Jurisdictions and is not a reporting issuer or the equivalent in any jurisdiction of Canada, other than the Jurisdictions.
4. The authorized share capital of the Filer consists of an unlimited number of common shares.
5. On May 22, 2014, pursuant to the completion of a plan of arrangement under the Business Corporations Act (Ontario) (the Arrangement) among Kerr Mines Inc. (Kerr Mines), 2402196 Ontario Inc. (Kerr Subco), a wholly-owned subsidiary of Kerr Mines, and Bear Lake Gold Ltd. (a predecessor to the Filer, also referred to in this document as Bear Lake), Kerr Mines acquired the ownership and control of all of the issued and outstanding common shares of Bear Lake. Holders of options and warrants of Bear Lake also received consideration for such securities and as a result, there are no longer any options or warrants of Bear Lake outstanding.
6. On May 22, 2014, pursuant to the terms of the Arrangement, Kerr Subco and Bear Lake amalgamated to form the Filer. As a result of the Arrangement, the Filer is a wholly-owned subsidiary of Kerr Mines and all of the outstanding common shares of the Filer are held by Kerr Mines. The Filer has no other securities outstanding, including debt securities.
7. The common shares of the Filer were delisted from the TSX Venture Exchange at the close of business on May 26, 2014. No securities of the Filer, including any 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. Effective June 22, 2014, the Filer successfully surrendered its status as a reporting issuer in British Columbia pursuant to BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status.
9. The Filer is not in default of any of its obligations under the Legislation as a reporting issuer, other than an obligation to file on or before May 30, 2014 and August 29, 2014, its interim financial statements and management discussion and analysis (MD&As) in respect of such statements for the periods ended March 31, 2014 and June 30, 2014, respectively, 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 Issuer's Annual and Interim Filings (collectively, the Filings).
10. The Filer is not eligible to use the simplified procedure under CSA Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer as it is in default for failure to file the Filings.
11. The Filer has no current intention to seek public financing by way of an offering of securities.
12. The Filer is applying for a decision that it is not a reporting issuer in all of the Jurisdictions. Upon the receipt of the decision and the granting of the Exemptive Relief Sought, the Filer will no longer be a reporting issuer or the equivalent thereof in any jurisdiction in Canada.
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.