Bow Energy Ltd.

Order

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications – issuer deemed to be no longer a reporting issuer under securities legislation.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).

Citation: Re Bow Energy Ltd., 2018 ABASC 73

May 11, 2018

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA AND ONTARIO
(the Jurisdictions)

AND

IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF
APPLICATION IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF
BOW ENERGY LTD.
(the Filer)

ORDER

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):

  1. the Alberta Securities Commission is the principal regulator for this application;
  2. the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia; and
  3. this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions or MI 11-102 have the same meaning if used in this order, unless otherwise defined.

Representations

This order is based on the following facts represented by the Filer:

  1. The Filer was incorporated under the Business Corporations Act (Alberta) (the ABCA) and its head office is in Calgary, Alberta.
  2. The Filer is a reporting issuer in British Columbia, Alberta and Ontario.
  3. The Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer.
  4. Pursuant to a plan of arrangement under section 193 of the ABCA completed effective February 27, 2018 (the Arrangement), all of the outstanding common shares of the Filer (the Common Shares) were acquired by Petrolia Energy Corporation in consideration of 1.15 common share of Petrolia for each Common Share. On February 21, 2018, the Arrangement was approved at a special meeting of shareholders. Of the shareholders who cast votes, 100% voted in favour of the Arrangement. The Arrangement was approved by the Court of Queen's Bench of Alberta on February 23, 2018.
  5. The Common Shares, which traded under the symbol "ONG" on the TSX Venture Exchange, were delisted effective at the close of business on March 7, 2018.
  6. The Filer has no securities outstanding other than the Common Shares.
  7. The Filer is not an "OTC issuer" under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.
  8. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 security holders in each of the jurisdictions in Canada and fewer than 51 security holders in total worldwide.
  9. No securities of the Filer, 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.
  10. The Filer has no current intention to seek public financing by way of an offering of its securities in Canada.
  11. The Filer is not in default of any of its obligations under securities legislation in any jurisdiction of Canada other than its obligation to file: (i) its interim financial statements and related management’s discussion and analysis for the interim period ended December 31, 2017, as required under National Instrument 51-102 Continuous Disclosure Obligations which were due to be filed March 1, 2018; and (ii) the related certification of such interim financial statements as required under National Instrument 52-109 Certification of Disclosure in Issuer’s Annual and Interim Filings, also due to be filed March 1, 2018 (collectively, the Defaults).
  12. The Filer is not eligible to use the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications because of the Defaults.
  13. The Filer, upon granting of the Order Sought, will no longer be a reporting issuer in any jurisdiction of Canada.

Decision

Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.

The decision of the Decision Makers under the Legislation is that the Order Sought is granted.

“Denise Weeres”
Manager, Legal
Corporate Finance