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
PLATEAU ENERGY METALS INC.
REVOCATION ORDER
Background
Plateau Energy Metals 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 June 1, 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 originally incorporated by way of articles of amalgamation on October 31, 2007, as Macusani Yellowcake Inc. On September 30, 2012, the Issuer amalgamated with Peru Uranium Inc. under the name of Macusani Yellowcake Inc. By articles of amendment dated April 29, 2015, the Issuer changed its name to Plateau Uranium Inc. By articles of amendment dated March 12, 2018, the Issuer changed its name to Plateau Energy Metals Inc. On May 11, 2021, the Issuer filed articles of arrangement between the Issuer and American Lithium Corp. (American Lithium).
The Issuer is a reporting issuer under the securities legislation of British Columbia, Alberta and Ontario (the Jurisdictions).
The Issuer’s head and registered office is located at 40 Temperance Street, Suite 3200, Bay Adelaide Centre, North Tower, Toronto, Ontario, M5H 0B4 Canada.
On February 9, 2021, the Issuer and American Lithium announced that they had entered into an arrangement agreement pursuant to which American Lithium agreed to acquire all of the issued and outstanding common shares of the Issuer by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario) (the Arrangement).
On April 9, 2021, the Issuer obtained an interim order from the Ontario Superior Court of Justice (the Court) for the Issuer to hold a special meeting (the Special Meeting) of shareholders and optionholders of the Issuer (the Securityholders) to approve the Arrangement. The Arrangement was approved by Securityholders at the Special Meeting held on May 3, 2021. The Court subsequently issued a final order approving the Arrangement on May 4, 2021.
On May 11, 2021, the Issuer and American Lithium announced the completion of the Arrangement, and American Lithium acquired 127,213,511 common shares of the Issuer (the Common Shares), representing all of the outstanding shares of the Issuer. As a result of the Arrangement, the Issuer became a wholly-owned subsidiary of American Lithium.
The authorized capital of the Issuer consists of an unlimited number of Common Shares without par value, of which 127,213,511 are currently outstanding and an unlimited number of preferred shares without par value, of which none are currently outstanding.
The Common Shares were previously listed on the TSX Venture Exchange under the stock symbol “PLU” but were delisted effective as at the close of business on May 18, 2021 in connection with the Arrangement, following which the Issuer no longer has any securities listed on any exchange.
There are no securities of the Issuer which are outstanding other than the Common Shares.
The Issuer has one securityholder, being American Lithium.
The Issuer filed a material change report in respect of the completion of the Arrangement on May 21, 2021.
On June 1, 2022, the Decision Maker issued the FFCTO as a result of the Issuer’s failure to file the following continuous disclosure documents:
(a) audited annual financial statements for the year ended September 30, 2021;
(b) management’s discussion and analysis (MD&A) relating to the audited annual financial statements for the year ended September 30, 2021;
(c) interim financial statements for the periods ended March 31, 2021, June 30, 2021, December 31, 2021 and March 31, 2022;
(d) MD&A relating to the interim financial statements for the periods ended March 31, 2021, June 30, 2021, December 31, 2021 and March 31, 2022; and
(e) 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 Unfiled Documents).
- In addition to the Unfiled Documents, the Issuer has subsequently failed to file the following documents:
(a) audited annual financial statements for the years ended September 30, 2022, 2023 and 2024;
(b) MD&A relating to the audited annual financial statements for the years ended September 30, 2022, 2023 and 2024;
(c) interim financial statements for the periods ended March 31, 2023 and 2024, June 30, 2022, 2023 and 2024 and December 31, 2022, 2023;
(d) MD&A relating to the interim financial statements for the periods ended March 31, 2023 and 2024, June 30, 2022, 2023 and 2024 and December 31, 2022, 2023; and
(e) certification of the foregoing filings as required by NI 52-109 (collectively, the Subsequently Unfiled Documents).
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 to be a Reporting Issuer Order).
The Issuer expects the Cease to be a Reporting Issuer Order to be granted on the same date as this decision.
Upon the granting of the Cease to be a Reporting Issuer Order, 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, except for the obligation to file the Unfiled Documents and the Subsequently Unfiled Documents.
The Issuer has paid all outstanding participation fees and filing fees owing to 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.
DATED at Toronto on this 20th day of February 2025
“Erin O’Donovan”
Erin O’Donovan
Manager, Corporate Finance
Ontario Securities Commission
OSC File #: 2024/0727