Securities Law & Instruments


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 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
POND TECHNOLOGIES HOLDINGS INC.

ORDER
(Paragraph 1(11)(b))

UPON the application of Pond Technologies Holdings 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 law;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission as follows:

1.             The Applicant was incorporated on September 18, 1972 under the Company Act (British Columbia) under the name “Keywest Resources Ltd.” (sub-sequently renamed “K.W. Resources Ltd.” on June 19, 1984, further renamed “Consolidated K.W. Resources Ltd.” on November 22, 1990, further renamed “Tako Resources Ltd.” on February 14, 1992, further renamed “Consolidated Tako Resources Ltd.” on December 12, 1997, further renamed “International Tako Resources Ltd.” on December 1, 1999, further renamed “International Tako Industries Inc.” on November 26, 2002, further renamed “Ironhorse Oil & Gas Inc.” on May 12, 2004, and further renamed “Pond Technologies Holdings Inc.” on January 30, 2018) and continued under the Business Corporations Act (Alberta) pursuant to articles of continuance dated November 26, 2002.

2.             The Applicant’s head office is located at 250 Shields Court, Unit 8, Markham, Ontario L3R 9W2. The Applicant’s registered office is located at Suite 3810, Bankers Hall West, 888 – 3rd Street SW, Calgary, Alberta, T2P 5C5.

3.             The authorized share capital of the Applicant consists of an unlimited number of common shares (Common Shares) and an unlimited num-ber of first preferred shares, of which a total of 19,414,430 Common Shares and nil first preferred shares were issued and outstanding as of August 31, 2018.

4.             The Applicant’s Common Shares are listed and posted for trading on the TSX Venture Exchange (TSXV) under the stock symbol “POND”. The Applicant’s securities are not traded on any other stock exchange or trading or quotation system.

5.             The Applicant does not have a shareholder which holds sufficient securities of the Applicant to affect materially the control of the Applicant.

6.             The Applicant is currently a reporting issuer under the Securities Act (British Columbia) (the BC Act) and the Securities Act (Alberta) (the Alberta Act).

7.             The Alberta Securities Commission 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.

8.             The Applicant is not currently a reporting issuer or the equivalent in any jurisdiction in Canada other than Alberta and British Columbia and is not in default of any of its obligations under the Act, the BC Act or the Alberta Act or the rules and regulations made thereunder.

9.             As of the date hereof, the Applicant is not on the list of defaulting issuers maintained pursuant to the BC Act or pursuant to the Alberta Act.

10.          The continuous disclosure requirements of the Alberta Act and the BC Act are substantially the same as the continuous disclosure requirements under the Act.

11.          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.

12.          The Applicant is not in default of any of the rules, regulations or policies of the TSXV.

13.          Pursuant to section 18 of Policy 3.1 of the TSXV, 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) and, upon becoming aware that it has a Significant Connection to Ontario, promptly make a bona fide application to the Commission to be deemed a reporting issuer in Ontario.

14.          The Applicant has determined that it has a “Significant Connection to Ontario” in accordance with the applicable provisions of the policies of the TSXV as its mind and management is principally resident in Ontario, its head office is located in Ontario, and a significant number of the registered and beneficial holders of the Applicant’s Common Shares (well in excess of 20% of the issued and outstanding Common Shares of the Applicant) are resident in Ontario.

15.          Neither the Applicant, nor any of its officers or directors, has:

(a)           been the subject of 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 auth-ority; 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;

other than Mr. Robert McLeese, in his capacity as owner and dealing representative of an exempt market dealer, who was required to make nominal payments to the Commission for certain late financial statement and administrative form filings in 2011, 2015 and 2017.

16.          Neither the Applicant, nor any of its officers or directors, is or has been subject to:

(a)           any known ongoing or concluded investigations by a Canadian securities regulatory authority, or a court or regu-latory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an invest-ment decision; or

(b)           any bankruptcy or insolvency proceed-ings, or other proceedings, arrangements 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 order, or order that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or

(b)           any bankruptcy or insolvency proceed-ings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years;

other than Mr. Thomas Masney who was (i) a director of Pan Pacific Aggregates PLC from November 2008 to November 2012, which made a proposal to its creditors that was approved on June 7, 2011 and (ii) a director of Pumptown Quarry Inc. from November 2008 to August 2012, which made a proposal to its creditors that was approved by the Supreme Court of British Columbia on July 21, 2009.

18.          The Applicant will remit all filing fees due and payable by it pursuant to OSC Rule 13-502 Fees by no later than two business days from the date of this Order.

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 8th day of November, 2018.

“Jo-Anne Matear”
Manager, Corporate Finance
Ontario Securities Commission