June 24, 2015
IN THE MATTER OF THE SECURITIES LEGISLATION OF ALBERTA AND ONTARIO (the Jurisdictions)
AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS
AND IN THE MATTER OF CANGOLD LIMITED (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 (the “Requested Relief”).
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.
Representations
This decision is based on the following facts represented by the Filer:
The Filer was incorporated on December 20, 1983, under the previous Company Act (British Columbia) and currently exists under and is governed by the Business Corporations Act (British Columbia) and is a reporting issuer in the provinces of Alberta, and Ontario. The Filer’s head office is located at Suite 800, 333 Seymour Street, Vancouver, British Columbia V6B 5A6.
Effective May 27, 2015, Great Panther Silver Limited (“Great Panther”), a company incorporated under the laws of British Columbia, acquired all of the issued and outstanding common shares in the capital of the Filer (the “Cangold Shares”) by way of a statutory plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “Arrangement”).
As a result of the Arrangement, the Filer is now a wholly owned subsidiary of Great Panther and the Filer’s share capital consists entirely of common shares, which are solely held by Great Panther. Besides the common shares, the Filer has no other outstanding securities, including debt securities.
The British Columbia Securities Commission granted the Filer non-reporting issuer status in British Columbia effective June 15, 2015 pursuant to British Columbia Instrument 11-502 Voluntary Surrender of Reporting Issuer Status.
The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide.
Following completion of the Arrangement, the Cangold Shares were delisted from the TSX Venture Exchange on May 27, 2015, as such no securities of the Filer including any 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.
The Filer has no 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 (arising after the Arrangement) to file on or before June 1, 2015 its interim financial statements and its management discussion and analysis in respect of such statements for the nine months ended March 31, 2015, as required under National Instrument 51-102 — Continuous Disclosure Obligations and the related certificates as required under National Instrument 52-109 — Certification of Disclosure in Issuers’ Annual and Interim Filings (collectively, the “Filings”).
The Filer was not eligible to use the simplified procedure under CSA Staff Notice 12-307 — Applications for a Decision that an Issuer is not a Reporting Issuer as it is in default for failure to file the Filings.
The Filer will not be a reporting issuer or the equivalent in any jurisdiction in Canada immediately following the granting of the Requested Relief.
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 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 Requested Relief is granted.
“Christopher Portner” “William Furlong”
Commissioner
Ontario Securities Commission
Commissioner
Ontario Securities Commission