Ontario Commission des 22nd Floor 22e étage
Securities valeurs mobilières 20 Queen Street West 20, rue Queen ouest
Commission de l’Ontario Toronto ON M5H 3S8 Toronto ON M5H 3S8
December 16, 2016
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ONTARIO
(the Jurisdiction)
AND
IN THE MATTER OF
THE PROCESS FOR CEASE TO BE
A REPORTING ISSUER APPLICATIONS
AND
IN THE MATTER OF
GOLDEYE EXPLORATIONS LIMITED
(the Filer)
ORDER
Background
The principal regulator in the Jurisdiction has received an application from the Filer for an order under
the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions in Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) the Filer has provided notice that sub-section 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, British Columbia and Ontario.
Interpretation
Terms defined in National Instrument 14-101 Definitions and 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:
The Filer is a corporation governed by the Business Corporations Act (Ontario) (the OBCA).
The Filer's registered office is located at 90 Adelaide Street West, Suite 500, Toronto, Ontario M5H 3V9.
The Filer is a reporting issuer in Alberta, British Columbia and Ontario.
On November 24, 2016, the Filer completed a previously announced plan of arrangement (the Arrangement) with Treasury Metals Inc. (Treasury Metals), a corporation incorporated under the OBCA. Details of the Arrangement are contained in the management information circular of the Filer dated October 6, 2016 filed on the System for Electronic Document Analysis and Retrieval (SEDAR).
Treasury Metals is a reporting issuer in British Columbia and Ontario with its shares listed on the Toronto Stock Exchange under the symbol "TML".
Immediately prior to the Arrangement, the Filer had the following securities issued and outstanding:
(a) 50,588,597 common shares;
(b) 3,482,800 common share purchase warrants; and
(c) 1,085,000 stock options to purchase common shares.
The Filer had no other securities outstanding.
The Arrangement was approved by the shareholders of the Filer at a special meeting held on November 15, 2016.
On November 18, 2016, a final order was obtained from the Ontario Superior Court of Justice approving the Arrangement and a Certificate and Articles of Arrangement were issued by the Ontario Ministry of Government Services.
The Filer's common shares had been listed and posted for trading on the TSX Venture Exchange (the TSX-V) under the symbol "GGY". On November 24, 2016, the TSX-V approved the Arrangement and delisted the Filer's common shares, effective November 25, 2016.
Upon closing of the Arrangement, all of the issued and outstanding common shares of the Filer (Goldeye Shares) were acquired by Treasury Metals and the Filer became a wholly owned subsidiary of Treasury Metals.
Pursuant to the Arrangement, the securityholders of the Filer received the following:
(a) each shareholder of the Filer received 0.10 of one common share of Treasury Metals (a Treasury Metals Share) in exchange for each Goldeye Share held (the Exchange Ratio). In connection with the closing of the Arrangement, Treasury Metals has issued an aggregate of 5,058,859 Treasury Metals Shares to the former shareholders of the Filer;
(b) all of the outstanding stock options of the Filer (the Goldeye Options) which were not duly exercised prior to the closing of the Arrangement, remain outstanding. The Goldeye Options will expire on the earlier of the expiration as provided in each Goldeye Option or 90 days from November 24, 2016. Upon the exercise of a Goldeye Option, each holder of Goldeye Options will be entitled to receive, in accordance with the terms of the Filer's Option Plan, the number of Treasury Metals Shares (rounded down to the nearest whole share) equal to: (i) the Exchange Ratio multiplied by (ii) the number of Goldeye Shares subject to such Goldeye Option immediately prior to the Effective Time;
(c) each warrant to acquire a Goldeye Share (a Goldeye Warrant) which was outstanding and which was not duly exercised prior to the closing of the Arrangement, will remain outstanding pursuant to its terms and upon the exercise of a Goldeye Warrant, each Goldeye Warrant holder will be entitled to receive in accordance with the reorganization terms of the Goldeye Warrants, the number of Treasury Metals Shares (rounded down to the nearest whole) equal to: (i) the Exchange Ratio multiplied by (ii) the number of Goldeye Shares subject to each Goldeye Warrant immediately prior to closing the Arrangement; and
(d) as a result, Treasury Metals has authorized the issuance of up to an additional 456,780 Treasury Metals Shares upon the exercise of Goldeye Options and Goldeye Warrants to 6 Goldeye Option holders who are all former officers or directors of the Filer, and 11 Goldeye Warrant holders, one of whom is a former officer and director of the Filer. The jurisdictional breakdown of the Goldeye Option holders and the Goldeye Warrant holders is as follows:
i. Alberta 1 Goldeye Warrant holder;
ii. British Columbia 3 Goldeye Warrant holders;
iii. Ontario 5 Goldeye Warrant holders and 4 Goldeye Option holders;
iv. Quebec 1 Goldeye Option holder; and
v. Switzerland 2 Goldeye Warrant holders and 1 Goldeye Warrant holder.
- 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.
The Filer has no current intention to seek public financing by way of an offering of its securities.
The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.
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.
The Filer is not in default of securities legislation in any jurisdiction except for the failure to file, by the prescribed deadline, interim financial statements and interim management's discussion and analysis for the three month period ended September 30, 2016 as required under National Instrument 51-102 Continuous Disclosure Obligations, together with certification of those filings as required under National Instrument 52-109 — Certification of Disclosure in Issuers 'Annual and Interim Filings (collectively, the Filings). The Filings became due on November 29, 2016, after the Filer became a wholly-owned subsidiary of Treasury Metals.
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, namely, Alberta, British Columbia and Ontario.
The Filer is not eligible to use the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications as it is in default for failure to file the Filings.
Upon the granting of the Order Sought, the Filer will not be a reporting issuer in any jurisdiction in Canada.
Order
The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.
“Edward P. Kerwin” “William Furlong”
Commissioner Commissioner
Ontario Securities Commission Ontario Securities Commission