Headnote National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions - Application for an order than the issuer is not a reporting issuer under applicable securities laws – issuer has outstanding warrants exercisable into securities of parent that are held by 18 securiyholders resident in Ontario – warrant holders no longer require public disclosure in respect of the issuer - relief granted
Applicable Legislative Provisions
Securities Act (Ontario), ss. 1(10)(b)
Date: December 6, 2010
IN THE MATTER OF THE SECURITIES LEGISLATION OF
ONTARIO AND ALBERTA (THE JURISDICTIONS)
AND
IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS
IN MULTIPLE JURISDICTIONS
AND
IN THE MATTER OF 0879597 B.C. LTD. (THE FILER)
Decision
Background
The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) to cease to be a reporting issuer (the Exemption Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.
Interpretation
Terms defined in National Instrument 14-101 – Definitions have the same meaning if used in this decision, unless otherwise defined.
Representations
This decision is based on the following facts represented by the Filer:
The Filer is a corporation existing under the laws of the Province of British Columbia and was formed by the amalgamation (the Amalgamation) of Garson Gold Corp. (Garson) and 0876785 B.C. Ltd. (Alexis Subco), pursuant to the plan of arrangement (the Arrangement) completed at 12:01 a.m. (Vancouver time) (the Effective Time) on April 29, 2010 (the Effective Date) among Garson, Alexis Minerals Corporation (Alexis), Alexis Subco and the security holders of Garson. The Filer’s head office is located at 65 Queen Street West, Suite 815, Toronto, Ontario, M5H 2M5.
The Filer is a reporting issuer or the equivalent in each of the Jurisdictions. The Filer is applying for a decision that it is not a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer.
The Filer is authorized to issue an unlimited number of common shares (the Filer Shares), of which all of the issued and outstanding Filer Shares are owned by Alexis. As of November 26, 2010, the Filer also had outstanding 8,852,974 common share purchase warrants (the Filer Warrants) expiring between March 4, 2011 and September 10, 2011, each Filer Warrant exercisable at a price between $0.10 and $0.12 into 0.29 of a common share of Alexis (an Alexis Share). Other than the Filer Shares and the Filer Warrants, the Filer has no securities, including debt securities, issued or outstanding.
Alexis, the parent company of the Filer, is a corporation existing under the laws of Ontario. Alexis is authorized to issue an unlimited number of Alexis Shares. Alexis is a reporting issuer or the equivalent in each of the Jurisdictions and the Alexis Shares are listed and traded on the TSX under the symbol “AMC”.
Immediately prior to the Effective Time, Garson was a corporation existing under the laws of British Columbia and had the following issued and outstanding securities: (a) 211,502,192 common shares (the Garson Shares); (b) 6,855,825 options (the Garson Options), each exercisable into one Garson Share; and (c) 41,344,956 common share purchase warrants (the Garson Warrants) expiring between June 24, 2010 and September 10, 2011, each Garson Warrant exercisable at a price between $0.06 and $0.1668 into one Garson Share.
Garson was a reporting issuer or the equivalent in each of the Jurisdictions immediately prior to the Effective Time and the Garson Shares were listed and traded on the TSX Venture Exchange (TSXV) under the symbols “GG”.
Immediately prior to the Effective Time, Alexis Subco was a corporation existing under the laws of British Columbia and was a wholly-owned subsidiary of Alexis.
At the Effective Time, Alexis acquired all of the issued and outstanding Garson Shares (other than those held by Alexis) pursuant to the Arrangement.
Under the Arrangement, in addition to other matters, the following occurred as of the Effective Time:
(a) each Garson Share was transferred to Alexis in consideration for 0.29 of an Alexis Share;
(b) each Garson Option was exchanged for options (the Converted Alexis Options) entitling the holders thereof to acquire Alexis Shares, with the number of Alexis Shares and exercise prices adjusted in accordance with the terms of the Garson Options based on the exchange ratio of 0.29 of an Alexis Share for each Garson Share;
(c) each Garson Warrant will entitle the holder to acquire a number of Alexis Shares (based on the exchange ratio of 0.29 of an Alexis Share for each Garson Share), with the number of shares and exercise price adjusted in accordance with the terms of each Garson Warrant;
(d) Alexis transferred all of the Garson Shares held by Alexis including the Garson Shares acquired pursuant to the Arrangement, to Alexis Subco in exchange for an equal number of common shares of Alexis Subco;
(e) Alexis Subco and Garson amalgamated to form the Filer and continue as one corporation under the British Columbia Business Corporations Act; and
(f) Alexis received on the Amalgamation one Filer Share in exchange for each common share of Alexis Subco previously held and all of the issued and outstanding Garson Shares were cancelled.
On April 29, 2010, 2,661,581 additional Alexis Shares were listed and posted for trading on the TSX as a result of the Arrangement, and additional Alexis Shares were reserved for issuance upon exercise of the Filer Warrants and the Converted Alexis Options. The Garson Shares were delisted from the TSXV at the close of business on May 4, 2010.
On completion of the Arrangement, the Filer became a reporting issuer because Garson, one of the amalgamating companies, was a reporting issuer for a period of at least twelve months prior to the Amalgamation.
On completion of the Arrangement, the Filer became liable for the obligations of Garson for each Garson Warrant and the Garson Warrants became the Filer Warrants, which are the only securities of the Filer that are publicly held.
Pursuant to the terms of the Arrangement, each holder of a Garson Warrant outstanding immediately prior to the Effective Date, became entitled upon completion of the Arrangement, to receive, upon the exercise of such holder’s warrant, in lieu of each Garson Share to which such holder was previously entitled to, 0.29 of an Alexis Share for each Garson Warrant, subject to adjustment. Pursuant to the terms of the Arrangement and the Amalgamation, each Garson Warrant became a Filer Warrant. As a party to the Arrangement, Alexis is obligated to issue the number of Alexis Shares necessary to meet the Filer’s obligations upon the exercise of a Filer Warrant.
The simplified procedure under CSA Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer is not available to the Filer, as it will continue to have greater than 15 security holders in total in Ontario. All of the Filer Shares are beneficially owned, directly or indirectly, by Alexis and the Filer Warrants are beneficially owned, directly or indirectly, by 35 security holders, of which 18 are residents of Ontario.
The Filer has no intention of accessing the capital markets in the future by issuing any further securities to the public, and has no intention of issuing any securities.
The Filer and Alexis are, to the best of the Filer’s knowledge, not in default of any of its obligations under the Legislation as a reporting issuer, except that it did not file its interim financial statements and related management’s discussion and analysis for the interim period ended September 30, 2010 as required under National Instrument 52-102 Continuous Disclosure Obligations and the certificates of interim filings as required under National Instrument 52-109 Certificate of Disclosure in Issuers’ Annual and Interim Filings, which became due on November 29, 2010.
No securities of the Filer are traded on a market place as defined in National Instrument 21-101 Marketplace Operation.
The Filer is not required to remain a reporting issuer in the Jurisdictions under any contractual arrangement between the Filer and the holders of the Filer Warrants, including any indenture governing the Filer Warrants.
The Filer is not a reporting issuer or the equivalent in any jurisdiction in Canada, other than the Jurisdictions.
Decision
Each of the Decision Makers is satisfied that the decision meets the test contained in the Legislation for the Decision Makers to make the decision.
The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted.
“Mary Condon” “Margot Howard”
Commissioner Commissioner
Ontario Securities Commission Ontario Securities Commission