Headnote Subsection 1(10) of the Securities Act - Application by a reporting issuer for an order that it is not a reporting issuer - The outstanding securities of the Applicant including debt securities are beneficially owned, directly or indirectly, by less than 50 shareholders, all of whom are resident in British Columbia – Applicant has not created a SEDI profile – relief granted
Applicable Legislative Provisions
Securities Act (Ontario), s. 1(10)(a)(ii).
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ONTARIO AND ALBERTA (the Jurisdictions)
R.S.O. 1990, CHAPTER S.5, AS AMENDED
AND
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURIDICTIONS
AND
IN THE MATTER OF
SEABORNE MINERALS INC.
(THE FILER)
DECISION
Background
The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer under the securities legislation of the Jurisdictions (the Legislation) for an order that the Filer has ceased to be a reporting issuer in the Jurisdictions.
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 the other Decision Maker.
Interpretation
Terms defined in National Instrument 14-101 Definitions and Multilateral Instrument 11-102 have the same meaning if used in this decision, unless otherwise defined.
In this application, “securityholder” means, for a security, the beneficial owner of the security.
Representations
This decision is based on the following facts represented by the Applicant:
The Filer was incorporated under the Business Corporations Act (British Columbia) on January 11, 2010. The Applicant’s head office is located at 910 – 475 Howe Street, Vancouver, British Columbia. All of its shareholders are resident of British Columbia and its resource property is also located in the Province of British Columbia. Until its final prospectus was receipted on June 28, 2012, it was a private company.
The Filer filed a prospectus (the Prospectus) in relation to a proposed initial public offering of common shares (the IPO) with the British Columbia Securities Commission (BCSC), Alberta Securities Commission and OSC on April 13, 2012. The Filer received a receipt for the Prospectus from the BCSC, as principal regulator, on June 28, 2012. As a result, the Filer became a reporting issuer in Alberta, British Columbia and Ontario.
The Filer never completed its IPO and has provided the notice contemplated by British Columbia Instrument 11-502 Voluntary Surrender of Reporting Issuer Status (BCI 11-502) to the BCSC. The Filer received confirmation from the BCSC that it has ceased to be a reporting issuer in British Columbia effective August 16, 2013.
The outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by less than 50 securityholders, all of whom are resident in British Columbia.
No securities of the Filer including any debt securities have ever traded in the past or 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;
The Filer has no current intention to seek public financing by way of an offering of securities.
The Filer is applying for a decision that it is not a reporting issuer in all of the Jurisdictions.
The Filer is not in default of any of its obligations under the Legislation as a reporting issuer, other than an obligation to file an issuer profile supplement in System for Electronic Disclosure by Insiders (SEDI) format within three business days after the date that it becomes a reporting issuer.
The Filer is not eligible to use the simplified procedure under CSA Staff Notice 12-307 Application For A Decision That An Issuer Is Not A Reporting Issuer because it has more than 15 shareholders in the province of British Columbia.
The Filer will not be a reporting issuer or the equivalent in any jurisdiction in Canada immediately following the granting of the Requested Relief.
There is no prejudice to any person in Alberta or Ontario in the grant of this application.
Decision
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Exemptive Relief Sought is granted.
Dated this 16th day of October, 2013.
“Judith Robertson” “Deborah Leckman”
Commissioner Commissioner
Ontario Securities Commission Ontario Securities Commission