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
May 29, 2025
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
MacDonald Mines Exploration Ltd. (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 of 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 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, New Brunswick, Newfoundland and Labrador, Nova Scotia, and Quebec.
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 incorporated pursuant to the Canada Business Corporations Act and its head office is located at 1001-145 Wellington Street West, Toronto, Ontario M5J 1H8.
The Filer is a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, Ontario, Quebec, New Brunswick, Nova Scotia and Newfoundland and Labrador.
On May 7, 2025, the Filer completed an arrangement (Arrangement) and is the corporation resulting from the Arrangement between the Filer, 16712371 Canada Inc. (Canuc Subco) and Canuc Resources Corporation (Canuc).
The Arrangement was completed pursuant to the Canada Business Corporations Act pursuant to an Arrangement Agreement dated effective as of February 4, 2025, between the Filer, Canuc Subco and Canuc pursuant to which Canuc agreed to acquire all of the issued and outstanding common shares of the Filer.
The full details of the Arrangement and the intention of the Filer to make an application to cease to be a reporting issuer were disclosed in a management information circular of the Filer dated February 19, 2025, and supplemented by a news release of the Filer dated March 26, 2025, copies of which are available under the Filer’s profile at www.sedarplus.ca.
The Arrangement was approved on March 31, 2025, by the Filer’s shareholders at a special meeting of shareholders of the Filer.
Pursuant to the Arrangement, Canuc acquired all of the issued and outstanding shares of the Filer. The Arrangement resulted in Canuc acquiring 100% of the Filer’s common shares and a successor entity to the Filer becoming a wholly owned subsidiary of Canuc, such that all of the assets and liabilities of the Filer are now beneficially owned by Canuc. Pursuant to the Arrangement, Canuc issued an aggregate of 73,768,343 common shares and shareholders of the Filer received 1.497 shares of Canuc for each issued and outstanding common share of the Filer, including approximately 1,796,400 Canuc shares issued as a result of the exercise of an aggregate of 1,200,000 warrants of the Filer.
Upon completion of the Arrangement at the close of business on May 7, 2025, Canuc was the only shareholder of the Filer, owning 100% of the outstanding shares of the Filer.
The common shares of the Filer were delisted from the TSX Venture Exchange at the close of business on May 6, 2025.
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 in 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.
The Filer is applying for an order that it is not a reporting issuer in all of the jurisdictions in Canada in which it is a reporting issuer.
The Filer has no intention to seek public financing by way of an offering of securities.
The Filer is not in default of securities legislation in any jurisdiction, except that the Filer has not filed its annual financial statements, accompanying management’s discussion and analysis and certification of the foregoing filings for the annual period ended December 31, 2024 (collectively, the Filings), which were due on April 30, 2025, in accordance with National Instrument 51-102 Continuous Disclosure Obligations.
The Filer is not eligible to use the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (NP 11-206) as it is in default for failure to file the Filings.
The Filer had anticipated completion of the Arrangement prior to the April 30, 2025, filing deadline to file the Filings. Due to circumstances beyond the control of the Filer, the completion of the Arrangement was delayed until May 7, 2025, one week after the date the Filings were due.
But for the fact that the Filer is in default of securities legislation as a result of failing to file the Filings that were due prior to the completion of the Arrangement, the Filer would be eligible for the simplified procedure set out in NP 11-206.
Upon the granting of the Order Sought, the Filer will not be a reporting issuer or the equivalent in any jurisdiction of 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.
“David Surat” David Surat
Associate Vice President, Corporate Finance Division
Ontario Securities Commission OSC File #: 2025/0311