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
Date: march 25, 2022
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 CALIFORNIA GOLD MINING INC.
(the Filer)
Order
Background
The securities regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Relief Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
(a) the Ontario Securities Commission (OSC) is the principal regulator for this application, and
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Newfoundland and Labrador, Prince Edward Island, the Northwest Territories, Yukon and Nunavut.
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 was incorporated on August 31, 2010 under the Business Corporations Act (Alberta).
The Filer 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 Filer is in the Province of Ontario.
The Filer 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 Filer 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 Filer by way of a court approved plan of arrangement under the Business Corporations Act (Ontario) (the Plan of Arrangement).
The Plan of Arrangement was approved by the Filer’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 Filer and Stratabound announced the completion of the Plan of Arrangement. As a result of the Plan of Arrangement, the Filer became an indirect wholly owned subsidiary of Stratabound. Stratabound is the sole securityholder of the Filer.
The Filer submitted an application to have the Shares delisted from the Canadian Securities Exchange as of the close of trading on August 16, 2021.
The Filer does not intend to seek financing by way of a public or private offering of its securities in Canada or elsewhere.
The Filer is subject to a failure-to-file cease trade order (FFCTO) issued by the OSC on January 5, 2022, and effective in each other jurisdiction in which Multilateral Instrument 11-103 - Failure-to-File Cease Trade Orders in Multiple Jurisdictions applies, and in each jurisdiction that has a statutory reciprocal order provision.
The FFCTO was issued on the basis that the Filer had not filed the following: (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 Filer 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 Filer has concurrently filed an application (the FFCTO Application) with the OSC under National Policy 11-207 - Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (NP 11-207), for an order (the FFCTO Relief) pursuant to Section 144 of the Legislation revoking the FFCTO without requiring the Filer to file the Annual Filings and the Interim Filings, to be effective on the same date as the Relief Sought.
The Filer is not in default of any requirements of the FFCTO or the applicable securities legislation of any jurisdiction in Canada or the rules and regulations made pursuant thereto, other than its obligations to complete the Annual Filings and the Interim Filings.
But for the fact that the Filer is subject to the FFCTO as a result of failing to file the Annual Filings and subsequently the Interim Filings, each of which were due to be filed after the completion of the Plan of Arrangement, the Filer would be eligible to use the “simplified procedure” under National Policy 11-206 - Process for Cease to be a Reporting Issuer Applications.
The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 – Issuers Quoted in the U.S. Over-the-Counter Markets.
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.
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.
Order
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Relief Sought is granted.
“Cathy Singer” Cathy Singer Commissioner Ontario Securities Commission
“Mary-Ann De Monte Whelan” Mary-Ann De Monte Whelan Commissioner Ontario Securities Commission
OSC File#: 2022/0025