Frontier Rare Earths Limited

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications – application for a decision that the issuer is not a reporting issuer under securities legislation – issuer in default of its obligation to file and deliver its annual financial statements and related management’s discussion and analysis – relief granted.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

May 16, 2017

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
FRONTIER RARE EARTHS LIMITED
(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 that sub-section 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Mani-toba, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland, North West Territories, Yukon, 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:

1.             The Filer’s head office is located in Luxembourg, Luxembourg.

2.             The Filer is a reporting issuer in all of the jurisdictions of Canada with the exception of the Province of Quebec.

3.             A special meeting of the shareholders of the Filer was held on April 24, 2017, at which a special resolution was passed approving the privatization of the Filer by way of consolidation of ordinary shares of the Filer (Shares) on the basis of one post-Consolidation Share for every 9,000,000 pre-Consolidation Shares (the Consolidation). Full details of the Consolidation are contained in the management information circular of the Filer dated March 15, 2017.

4.             The Consolidation was completed and is effective as of April 25, 2017.

5.             After completion of the Consolidation, the Filer has three remaining shareholders holding one Share each for the benefit of a single beneficial shareholder.

6.             The Filer's outstanding securities, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and by fewer than 51 securityholders in total worldwide.

7.             The Shares were previously quoted on the U.S. over-the-counter markets (the OTC Markets), however as there is a single beneficial shareholder the Shares do not have any trading volume and will no longer be traded on the OTC Markets.

8.             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.

9.             The Filer has no current intention to seek public financing by way of an offering of securities in any jurisdiction in Canada.

10.          The Filer is not in default of securities legislation in any jurisdiction, except for its failure to file its annual financial statements and annual manage-ment's discussion and analysis for the period ended December 31, 2016 as required under National Instrument 51-102 Continuous Disclosure Obligations and the related annual certificates as required under National Instrument 52-109 Certifi-cation of Disclosure in Issuers' Annual and Interim Filings (collectively, the Filings), all of which became due on May 1, 2017, after the Filer completed the Consolidation.

11.          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 the Filer’s Shares are currently quoted on the OTC Markets (with zero trading volume) and as of May 2, 2017 the Filer was in default for failing to file the Filings.

12.          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.

13.          Upon the granting of the Order Sought, the Filer will not be a reporting issuer in any jurisdiction in 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.

“Garnet Fenn”
Commissioner
Ontario Securities Commission

“Mark Sandler”
Commissioner
Ontario Securities Commission