Applicant deemed to have ceased to be offering its securities to the public under the OBCA.
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 TEMEX RESOURCES CORP. (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 an "offering corporation" as defined in the OBCA, and has an authorized capital consisting of an unlimited number of common shares (the "Temex Shares").
2. The head office of Applicant is located at 181 University Avenue, Suite 2000, Toronto, Ontario M5H 3M7.
3. On September 18, 2015, Lake Shore Gold Corp. ("Lake Shore Gold") acquired all of the issued and outstanding Temex Shares by way of a plan of arrangement under an arrangement agreement between the Applicant and Lake Shore Gold dated July 31. 2015 (the "Arrangement").
4. As a result of the Arrangement, the Applicant became a wholly-owned subsidiary of Lake Shore Gold and all outstanding Temex Shares are held by Lake Shore Gold. The Applicant has no other securities outstanding, including debt securities.
5. The Temex Shares have been delisted from the TSX Venture Exchange, effective as of the close of trading on September 21, 2015.
6. 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.
7. Pursuant to BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status, the British Columbia Securities Commission confirmed the Applicant's non-reporting issuer status in British Columbia effective September 29, 2015.
8. Until October 9, 2015, the Applicant was a reporting issuer, or the equivalent, in the provinces of Alberta and Ontario (the "Jurisdictions").
9. The Applicant is not in default of securities legislation in any of the Jurisdictions.
10. The Applicant has no intention to seek public financing by way of an offering of securities.
11. On September 18, 2015, the Applicant made an application to the Commission, as principle regulator on behalf of the securities regulatory authorities in the Jurisdictions, for a decision that the Applicant is not a reporting issuer in the Jurisdictions (the "Reporting Issuer Relief Requested").
12. On October 9, 2015, the Reporting Issuer Relief Requested was granted. As a result, the Applicant is not a reporting issuer in any jurisdiction of Canada.
AND UPON the Commission being satisfied that 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 at Toronto on this 16th day of October, 2015.