eCobalt Solutions Inc.
Headnote
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Application for an order that an issuer is not a reporting issuer under applicable securities laws; following an arrangement, all of the issuer's common shares were acquired by another company; the outstanding securities of the issuer, 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; issuer failed to file interim financial statements and is in default of its obligations as a reporting issuer; no securities of the issuer are traded over any exchange or marketplace.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
September 27, 2019
IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS and IN THE MATTER OF eCOBALT SOLUTIONS INC. (the Filer)
Order
Background
¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (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 dual application):
(a) the British Columbia Securities Commission is the principal regulator for this application;
(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 Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland and Labrador; and
(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
Interpretation
¶ 2 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
¶ 3 This order is based on the following facts represented by the Filer:
1. the Filer (formerly known as Formation Capital Corp. and Formation Metals Inc.) was incorporated under the Company Act (British Columbia) on June 13, 1988 and transitioned under the Business Corporations Act (British Columbia) (the BCBCA) on August 10, 2004; the name of the Filer was changed to Formation Metals Inc. on November 9, 2009 and to eCobalt Solutions Inc. on August 2, 2016;
2. the Filer's head office is located in Vancouver, British Columbia;
3. the common shares in the capital of the Filer (the eCobalt Shares) traded on the Toronto Stock Exchange (the TSX), on the OTCQX Market (the OTCQX) and on the Frankfurt Stock Exchange; in addition, 11,500,000 eCobalt common share purchase warrants (the eCobalt Listed Warrants) traded on the TSX; no other securities of the Filer were listed on any exchange;
4. Jervois Mining Limited (Jervois) is a corporation existing under the laws of Australia and is extra-provincially registered in British Columbia; the authorized share capital of Jervois consists of an unlimited number of ordinary shares (the Jervois Shares); the Jervois Shares are listed on the Australian Stock Exchange and the TSX Venture Exchange under the symbol "JRV";
5. effective at 12:01 a.m. (Pacific Daylight Time) on July 24, 2019 (the Effective Time), Jervois acquired all of the issued and outstanding eCobalt Shares by way of a statutory plan of arrangement under the BCBCA (the Arrangement);
6. on July 26, 2019, the eCobalt Shares were delisted from the TSX, the OTCQX and the Frankfurt Stock Exchange, and the eCobalt Listed Warrants were delisted from the TSX;
7. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
8. 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;
9. 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;
10. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer;
11. the Filer is not in default of securities legislation in any jurisdiction, other than the obligation to file by August 14, 2019 its interim financial statements and related management's discussion and analysis for the interim period ended June 30, 2019 as required under National Instrument 51-102 Continuous Disclosure Obligations and the related certification of interim filings as required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (collectively, the Filings); and
12. the Filer is not eligible to use the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications as it is in default for failure to file the Filings.
Order
¶ 4 Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.