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MBMI Resources 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 is already a reporting issuer in British Columbia and Alberta -- Issuer's securities listed for trading on the NEX board of TSX Venture Exchange -- Continuous disclosure requirements in British Columbia and Alberta 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 MBMI RESOURCES INC.
ORDER (Clause 1(11)(b))
UPON the application of MBMI Resources Inc. (the Applicant) to the Ontario Securities Commission (the Commission) for an order pursuant to paragraph 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities laws:
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON the Applicant representing to the Commission as follows:
1 The Applicant was created under the laws of the Province of British Columbia on July 24, 1987 under the name of "Panarim Resources Inc." Effective November 1, 2002, the Applicant changed its name to MBMI Resources Inc. On June 15, 2012, the Applicant was continued as a corporation under the laws of the Province of Ontario.
2 The Applicant's head office and registered office are located at Suite 217, 8787 Woodbine Ave., Suite 217, Markham, Ontario, L3R 5W9.
3. The authorized capital of the Applicant consists of an unlimited number of common shares without par value (the Common Shares), of which 16,532,813 Common Shares are issued and outstanding as of the date hereof.
4. The Applicant is currently a reporting issuer under the Securities Act (British Columbia) (the BC Act) and the Securities Act (Alberta) (the Alberta Act).
5. The British Columbia Securities Commission (BCSC) is the principal regulator for the Applicant. The Commission will be the principal regulator for the Applicant once it has obtained reporting issuer status in Ontario. Upon the granting of this Order, the Applicant will amend its SEDAR profile to indicate that the Commission is its principal regulator.
6. As of the date hereof, the Applicant is not on the list of defaulting reporting issuers maintained pursuant to the BC Act or the Alberta Act, and is not in default of any of its obligations under the Act, the BC Act or the Alberta Act or the rules and regulators made thereunder.
7. The Applicant is not currently a reporting issuer or the equivalent in any jurisdiction in Canada other than Alberta and British Columbia.
8. The continuous disclosure requirements of the BC Act and the Alberta Act are substantially the same as the requirements under the Act.
9. The continuous disclosure materials filed by the Applicant under the BC Act and the Alberta Act are available on the System for Electronic Document Analysis and Retrieval.
10. The Applicant's Common Shares are listed and posted for trading on the NEX board of the TSX Venture Exchange (the Exchange) under the stock symbol "MBR.H". The Applicant's securities are not traded on any other stock exchange or trading or quotation system.
11. The Applicant is not in default of any of the rules, regulations or policies of the Exchange.
12. Pursuant to section 9.1 of the NEX Policy and section 18 of Policy 3.1 of the TSX Venture Exchange Corporate Finance Manual (TSXV Manual), 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 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.
13. The Applicant has determined that it has a "Significant Connection to Ontario" in accordance with the applicable provisions of the TSXV Manual because the Applicant's CEO and CFO are resident in Ontario and its head office and registered offices are also located in Ontario.
14. The Applicant does not have a shareholder which holds sufficient securities of the Applicant to affect materially the control of the Applicant.
15. Neither the Applicant nor any of its officers or directors has:
(a) been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;
(b) entered into a settlement agreement with a Canadian securities regulatory authority; or
(c) 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.
16. Neither the Applicant nor any of its officers or directors is or has been the subject of:
(a) any known ongoing or concluded investigation by a Canadian securities regulatory authority, or 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
(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangement or compromises with creditors, or the appointment of a receiver, receiver manager or trustee, within the preceding 10 years.
17. None of the officers or directors of the Applicant 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:
(a) any cease trade or similar orders, or orders that denied access to any exemption under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or
(b) 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;
except that, with respect to Mr. Christopher Aiello and Mr. Joseph Chan who served as directors of the Applicant at the time, the BCSC and the Alberta Securities Commission (the ASC) issued cease trade orders (the Cease Trade Orders) in respect of the Applicant on June 7, 2013 and September 6, 2013, respectively, as a result of the Applicant's failure to file audited financial statements and related management's discussion and analysis for the financial year ended January 31, 2013. The Cease Trade Orders were revoked by the BCSC and the ASC on January 8, 2018.
AND UPON the Commission being satisfied that to do so is in the public interest;
IT IS HEREBY ORDERED pursuant to paragraph 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.
DATED at Toronto on this 19th day of April, 2018.
"Jo-Anne Matear"
Manager, Corporate Finance
Ontario Securities Commission