Castle Resources Inc. – s. 1(6) of the OBCA
Headnote
Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).
Applicable Legislative Provisions
Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6).
IN THE MATTER OF THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF CASTLE RESOURCES INC. (the Applicant)
ORDER (Subsection 1(6) of the OBCA)
UPON the application of the Applicant to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;
AND UPON the Applicant representing to the Commission that:
1. the Applicant is an "offering corporation" as defined in subsection 1(1) of the OBCA and has an authorized capital consisting of an unlimited number of common shares (Common Shares);
2. the Applicant's registered address is located at 82 Richmond Street East, Suite 200, Toronto, ON M5C 1P1;
3. on January 4, 2018, 99.36% of the Applicant's shareholders approved a going private transaction carried out by way of consolidation of the issued and outstanding Common Shares (the Going Private Transaction) at a special meeting of the shareholders;
4. immediately prior to the special meeting of the shareholders approving the Going Private Transaction, there were 8,248,974 issued and outstanding Common Shares. Of the 8,248,974 Common Shares, Drake Private Investments LLC (Drake) owned 7,721,166 Common Shares or 93.6% of the Applicant's issued Common Shares;
5. pursuant to the Going Private Transaction, all Common Shares were consolidated on the basis of 1 new Common Share for each 7,721,166 Common Shares. As a result, the Applicant currently has one Common Share outstanding and Drake is the Applicant's sole shareholder;
6. as fractional shares were not issued in the consolidation, all shareholders, other than Drake, are entitled to $0.20 in cash for each Common Share held by them (with no amount payable to a shareholder who was entitled to receive, net of withholding taxes, less than $10);
7. in satisfaction of the Applicant's obligations to its shareholders, the Applicant has transferred the totality of the funds owing to its shareholders as a result of the Going Private Transaction to the Canadian Depository for Securities (CDS) and AST Trust Company (Canada) (the Transfer Agent);
8. the Common Shares on the Canadian Securities Exchange were de-listed at the close of trading on January 5, 2018;
9. the Applicant has no intention to seek public financing by way of an offering of securities;
10. on January 18, 2018, the Applicant was granted an order pursuant to subclause 1(10) (a) (ii) of the Securities Act (Ontario) that it is not a reporting issuer in Ontario and is not a reporting issuer or the equivalent in any other jurisdiction of Canada in accordance with the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
IT IS HEREBY ORDERED by the Commission, pursuant to subsection 1(6) of the OBCA, that the Applicant is deemed to have ceased to be offering its securities to the public.
DATED at Toronto, this 2nd day of March, 2018.