Subsection 1(6) of the Business Corporations Act (Ontario) -- application for an order that than issuer is deemed to have ceased to be offering its securities to the public -- the applicant is a wholly owned subsidiary of another issuer as a result of a plan of arrangement under the Business Corporations Act (Ontario).
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 BEAR LAKE GOLD 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 was formed on May 22, 2014 by way of an amalgamation under the OBCA. The Applicant is an "offering corporation" as defined in the OBCA, and has an authorized capital consisting of an unlimited number of common shares.
2. The head office of the Applicant is located at 365 Bay Street, Suite 400, Toronto, Ontario M5H 2V1.
3. On May 22, 2014, pursuant to the completion of a plan of arrangement under the OBCA (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 Applicant, 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.
4. On May 22, 2014, pursuant to the terms of the Arrangement, Kerr Subco and Bear Lake amalgamated to form the Applicant. As a result of the Arrangement, the Applicant is a wholly-owned subsidiary of Kerr Mines and all of the outstanding common shares of the Applicant are held by Kerr Mines. The Applicant has no other securities outstanding, including debt securities.
5. The common shares of the Applicant, which were listed on TSX Venture Exchange (the TSX-V) under the symbol "BLG", have been delisted from the TSXV at the close of business on May 26, 2014.
6. No securities of the Applicant, 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.
7. Effective June 22, 2014, the Applicant successfully surrendered its status as a reporting issuer in British Columbia pursuant to BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status.
8. The Applicant is currently a reporting issuer in each of Ontario and Alberta (the Jurisdictions) and is not a reporting issuer or the equivalent in any jurisdiction of Canada, other than the Jurisdictions. The Applicant has applied for relief to cease to be a reporting issuer in all of the Jurisdictions (the Relief Requested).
9. The Applicant has no current intention to seek public financing by way of an offering of securities.
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(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 at Toronto this 16th day of December, 2014.