Gold World Resources Inc. - s. 1(11)(b)
Headnote
Subsection 1(11)(b) - Issuer is a reporting issuer in Ontario - Issuer already a reporting issuer in Alberta and British Columbia - Issuer's securities listed for trading on the TSX Venture Exchange - Continuous disclosure requirements in Alberta and British Columbia substantially the same as those in Ontario.
Statutes Cited
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, c. S. 5, AS AMENDED (the Act)
AND
IN THE MATTER OF
GOLD WORLD RESOURCES INC.
ORDER
(Subsection 1(11)(b))
UPON the application of Gold World Resources Inc. (the Issuer) to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 1(11)(b) of the Act deeming the Issuer to be a reporting issuer for the purposes of Ontario securities law;
AND UPON considering the application and the recommendation of staff of the Commission;
AND UPON the Issuer representing to the Commission as follows:
1. The Issuer was incorporated in British Columbia on September 28, 1987 as "Strikezone Minerals (Canada) Ltd." The Issuer changed its name to "Gold World Resources Inc." effective January 31, 2006. On April 18, 2007 the Issuer was continued under the Business Corporations Act (Ontario).
2. The Issuer's head office is located at 111 Richmond Street West, Suite 2500, Toronto, Ontario M5H 2G4.
3. The Issuer's authorized share capital consists of an unlimited number of common shares without par value and without special rights or restrictions attached. As at January 11, 2008, the Issuer had 28,016,737 common shares issued and outstanding.
4. The Issuer became a reporting issuer under the Securities Act (British Columbia) (the "BC Act") on July 5, 1999 by the issuance by the British Columbia Securities Commission of a receipt for a final prospectus dated June 28, 1999. The Issuer became a reporting issuer under the Securities Act (Alberta) (the "Alberta Act") on November 26, 1999 upon the merger of the Vancouver Stock Exchange and the Alberta Stock Exchange.
5. The Issuer is not on the list of defaulting issuers maintained pursuant to the BC Act or pursuant to the Alberta Act and, to the best of the Issuer's knowledge, is not in default of any requirements of the BC Act or the Alberta Act or any of the respective rules and regulations promulgated thereunder.
6. The continuous disclosure materials filed by the Issuer under the BC Act and the Alberta Act are available on the System for Electronic Document Analysis and Retrieval (SEDAR).
7. The continuous disclosure requirements of the BC Act and the Alberta Act are substantially the same as the requirements under the Act.
8. The Issuer's common shares are listed on the TSX Venture Exchange (the TSX-V) under the symbol "GDW".
9. The Issuer is not in default of any of the rules, regulations or policies of the TSX-V.
10. The Applicant is not a reporting issuer or the equivalent in Ontario or any jurisdiction in Canada other than British Columbia and Alberta.
11. The TSX-Venture requires all of its listed issuers, which are not otherwise reporting issuers in Ontario, to assess whether they have a significant connection with Ontario, as defined in Policy 1.1 of the TSX-V Corporate Finance Manual, and, upon first becoming aware that is has a significant connection to Ontario, to promptly make a bona fide application to the Commission to be deemed a reporting issuer in Ontario.
12. The Issuer has a significant connection to Ontario in that the Issuer's head office is located in Ontario; four of the six directors and executive officers of the Issuer reside in Ontario; and as at the date hereof, shareholders of the Issuer that are resident in Ontario hold at least 10% of the issued and outstanding common shares of the Issuer on both a registered and beneficial basis.
13. There have been no penalties or sanctions imposed against the Issuer by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority and the Issuer has not entered into a settlement agreement with a Canadian securities regulatory authority.
14. No current director or officer of the Issuer, nor, to the knowledge of the Issuer and its current directors and officers, any shareholder of the Issuer holding sufficient securities of the Issuer to materially affect the control of the Issuer has:
(a) been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority; or
(b) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.
15. None of the Issuer, any current director or officer of the Issuer, nor, to the knowledge of the Issuer and its current directors and officers, any shareholder of the Issuer holding sufficient securities of the Issuer to materially affect the control of the Issuer has:
(a) been the subject of any known ongoing or concluded investigation by: (i) a Canadian securities regulatory authority; or (ii) a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or
(b) been the subject of any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.
16. None of the Issuer's current directors or officers, nor, to the knowledge of the Issuer and its current directors and officers, any shareholder of the Issuer holding sufficient securities of the Issuer to materially affect the control of the Issuer, has been at the time of such event, a director or officer of any other issuer which is or has:
(a) been subject to any cease trade order or similar order, or order that denied access to any exemptions under Ontario securities laws, for a period of more than 30 consecutive days, within the preceding 10 years; or
(b) been subject to any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.
17. The Issuer will remit all participation fees due and payable by it pursuant to Ontario Securities Commission Rule 13-502 Fees no later than two business days from the date hereof.
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
IT IS HEREBY ORDERED pursuant to subsection 1(11)(b) of the Act that the Issuer is a reporting issuer for the purposes of Ontario securities law.
DATED January 18, 2008