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
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Legislation)
AND
IN THE MATTER OF
CALIFORNIA GOLD MINING INC.
REVOCATION ORDER
Background
California Gold Mining Inc. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the Ontario Securities Commission (the Decision Maker) on January 5, 2022.
The Issuer has applied to the Decision Maker under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (NP 11-207) for an order revoking the FFCTO.
This order is effective in each jurisdiction of Canada that has a statutory reciprocal order provision, subject to the terms of the local securities legislation.
Interpretation
Terms defined in National Instrument 14-101 Definitions, or in NP 11-207 have the same meaning if used in this order, unless otherwise defined.
Representations
This decision is based on the following facts represented by the Issuer:
The Issuer was incorporated on August 31, 2010 under the Business Corporations Act (Alberta).
The Issuer filed articles of continuance on June 2, 2016 in order to continue into the Province of Ontario.
The head office and registered office of the Issuer is in the Province of Ontario.
The Issuer is a reporting issuer under the securities legislation of the Provinces of British Columbia, Alberta and Ontario (collectively, the Jurisdictions).
On April 21, 2021, the Issuer and Stratabound Minerals Corp. (Stratabound) announced that they have entered into an arrangement agreement pursuant to which Stratabound has agreed to acquire all of the issued and outstanding common shares (the Shares) of the Issuer by way of a court approved plan of arrangement under the Business Corporations Act (Ontario) (the Plan of Arrangement).
The Issuer filed a material change report in respect of the Plan of Arrangement on April 28, 2021.
The Plan of Arrangement was approved by the Issuer’s shareholders at a special meeting held on June 29, 2021. The Ontario Superior Court of Justice (Commercial List) issued a final order approving the Plan of Arrangement on July 5, 2021.
On August 16, 2021, the Issuer and Stratabound announced the completion of the Plan of Arrangement. As a result of the Plan of Arrangement, the Issuer became an indirect wholly owned subsidiary of Stratabound. Stratabound is the sole securityholder of the Issuer.
The Issuer does not have any securities issued or outstanding other than the Shares.
The Shares were delisted from the Canadian Securities Exchange as of the close of trading on August 16, 2021.
The Decision Maker issued a failure-to-file cease trade order (the FFCTO) against the Issuer on January 5, 2022, on the basis that the Issuer had not filed (a) audited annual financial statements for the year ended August 31, 2021; (b) management’s discussion and analysis relating to the audited annual financial statements for the year ended August 31, 2021; and (c) certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109) (collectively, the Annual Filings).
In addition to the Annual Filings, the Issuer has subsequently failed to file the following: (a) interim unaudited financial statements for the three months ended November 30, 2021; (b) management’s discussion and analysis related to the interim unaudited financial statements for the three months ended November 30, 2021; and (c) certification of the foregoing filings as required by NI 52-109 (collectively, the Interim Filings).
The Issuer has filed a passport application with the Decision Maker, as principal regulator, for an order pursuant to section 1(10)(a)(ii) of the Legislation to cease to be a reporting issuer in all of the jurisdictions of Canada where it is a reporting issuer (the Cease Reporting Relief).
The Issuer expects the Cease Reporting Relief to be granted on the same date as this decision.
Upon the granting of the Cease Reporting Relief, the Issuer will not be a reporting issuer in any Jurisdiction.
The Issuer is not in default of any requirements of the FFCTO or the applicable securities legislation of any Jurisdiction or the rules and regulations made pursuant thereto, other than its obligations to complete the Annual Filings and the Interim Filings.
All of the continuous disclosure documents required to be filed by the Issuer under applicable securities legislation of each Jurisdiction have been filed with the relevant securities regulatory authority, except for the Annual Filings and the Interim Filings.
The Issuer has paid all outstanding participation fees and filing fees owing in each of the Jurisdictions.
Order
The Decision Maker is satisfied that the order to revoke the FFCTO meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Maker under the Legislation is that the FFCTO is revoked as of the date on which the Issuer ceases to be a reporting issuer under the Legislation.
March 25th, 2022
“Jo-Anne Matear”
Jo-Anne Matear
Manager, Corporate Finance
Ontario Securities Commission