Lexam VG Gold 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 LEXAM VG GOLD 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 incorporated under the OBCA.
2. The Applicant is an "offering corporation" as defined in the OBCA.
3. The Applicant has an authorized capital consisting of an unlimited number of common shares (the Common Shares), of which 226,570,860 Common Shares are outstanding.
4. The head office of the Applicant is located at 150 King Street West, Suite 2800, Toronto, Ontario, M5H 1J9, Canada.
5. On February 13, 2017, the Applicant entered into an arrangement agreement with McEwen Mining Inc. (McEwen), pursuant to which McEwen agreed to acquire all of the issued and outstanding Common Shares by way of a court-approved plan of arrangement in accordance with 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 12, 2017.
7. The Arrangement was approved by the Ontario Superior Court of Justice (Commercial List) on April 19, 2017.
8. The Arrangement was completed on April 26, 2017; and as a result of the Arrangement: (i) other than Mr. Robert R. McEwen, each holder of Common Shares immediately before the effective time of the arrangement received 0.056 of a share of common stock in the capital of McEwen (each such whole share being a McEwen Share) for each Common Share held; (ii) as a result of the policies of the New York Stock Exchange, Mr. Robert R. McEwen, an insider of McEwen, received 0.056 of a McEwen Share per Common Share in respect of 53,494,589 Common Shares held by him and 0.056 of a subscription receipt of McEwen (each a Subscription Receipt) per Common Share in respect of the remaining Common Shares held by him, resulting in him acquiring 2,995,697 McEwen Shares and 405,740 Subscription Receipts, each such Subscription Receipt convertible into one McEwen Share upon McEwen obtaining the requisite approval of its shareholders in accordance with the policies of the New York Stock Exchange; and (iii) holders of options to acquire Common Shares received, in exchange for such options, options to acquire McEwen Shares.
9. As of the date of this decision, all of the outstanding Common Shares are beneficially owned, directly or indirectly, by McEwen and no other securities of the Applicant are outstanding.
10. The Common Shares had been listed and posted for trading on the Toronto Stock Exchange (the TSX) under the symbol "LEX". On May 1, 2017, the TSX delisted the Common Shares.
11. The Common Shares had been listed and posted for trading on the OTC Market's OTCQX (the OTCQX) under the symbol "LEXVF". On May 2, 2017, the OTCQX delisted the Common Shares.
12. The Common Shares had been listed and posted for trading on the Frankfurt Stock Exchange under the symbol "VN3A". On May 3, 2017, the Frankfurt Stock Exchange delisted the Common Shares.
13. As of the date of this decision, no securities of the Applicant, including debt securities, are listed, traded or quoted 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.
14. The Applicant was a reporting issuer, or the equivalent, in each of the provinces and territories of Canada (collectively, the Jurisdictions) and applied to the Commission, as principal regulator, for a decision that it is not a reporting issuer in the Jurisdictions in accordance with the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (the Reporting Issuer Relief). The Reporting Issuer Relief was granted on May 12, 2017 and, as a result, the Applicant is not a reporting issuer or equivalent in any jurisdiction of Canada.
15. The Applicant is not in default of any requirement of the securities legislation in any of the Jurisdictions.
16. The Applicant has no intention to seek public financing by way of an offering of securities.
AND UPON the Commission being satisfied 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 be deemed to have ceased to be offering its securities to the public for the purposes of the OBCA.
DATED at Toronto on this 12th day of May, 2017.