Kennady Diamonds 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).
Statutes Cited
Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6).
IN THE MATTER OF THE BUSINESS CORPORATIONS ACT, R.S.O. 1990, c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF KENNADY DIAMONDS 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 having represented to the Commission that:
1. The Applicant is incorporated under the OBCA.
2. The Applicant is an "offering corporation" as defined in subsection 1(1) of the OBCA.
3. The Applicant has an authorized capital consisting of an unlimited number of common shares (the Common Shares), of which 54,012,599 Common Shares are issued and outstanding as of the date hereof.
4. The head office of the Applicant is located at 1199 West Hastings Street, Suite 700, Vancouver, British Columbia.
5. On January 28, 2018, the Applicant entered into an arrangement agreement with Mountain Province Diamonds Inc. (Mountain Province), pursuant to which, among other things, Mountain Province agreed to acquire all of the issued and outstanding Common Shares, by way of a court-approved plan of arrangement under the provisions of Section 182 of the OBCA (the Arrangement).
6. The Arrangement was approved by the shareholders of the Applicant at a special meeting of shareholders of the Applicant held on April 9, 2018.
7. The Arrangement was approved by a final order of the Ontario Superior Court of Justice (Commercial List) on April 11, 2018.
8. The Arrangement was completed on April 13, 2018. As a result of the Arrangement, each shareholder of the Applicant became entitled to receive, in exchange for each Common Share held immediately prior to the effective time of the Arrangement: 0.975 common shares of Mountain Province.
9. As of the date of this order, all of the issued and outstanding Common Shares are beneficially owned, directly or indirectly, by Mountain Province and no other securities, including debt securities, of the Applicant are outstanding.
10. The Applicant has no intention to seek public financing by way of an offering of securities.
11. On April 27, 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 grant this order would not be prejudicial to the public interest;
IT IS 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 on this 15th day of May, 2018.