Plateau Energy Metals Inc.
Headnote
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Application to cease to be a reporting issuer under applicable securities laws -- The issuer is not an OTC reporting issuer; the securities of the issuer are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders worldwide; no securities of the issuer are traded on a market in Canada or another country; the issuer is not in default of securities legislation except it has not filed certain continuous disclosure documents.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
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 PLATEAU ENERGY METALS INC. (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 Relief 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 subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta and British Columbia.
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 was originally incorporated by way of articles of amalgamation on October 31, 2007 as Macusani Yellowcake Inc. On September 30, 2012, the Filer amalgamated with Peru Uranium Inc. under the name of Macusani Yellowcake Inc. By articles of amendment dated April 29, 2015, the Filer changed its name to Plateau Uranium Inc. By articles of amendment dated March 12, 2018, the Filer changed its name to Plateau Energy Metals Inc. On May 11, 2021, the Filer filed articles of arrangement between the Filer and American Lithium Corp. (American Lithium).
2. The Filer is a reporting issuer under the securities legislation of British Columbia, Alberta and Ontario.
3. The Filer's head and registered office is located at 40 Temperance Street, Suite 3200, Bay Adelaide Centre, North Tower, Toronto, Ontario, M5H 0B4 Canada.
4. On February 9, 2021, the Filer and American Lithium announced that they had entered into an arrangement agreement pursuant to which American Lithium agreed to acquire all of the issued and outstanding common shares of the Filer by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario) (the Arrangement).
5. On April 9, 2021, the Filer obtained an interim order from the Ontario Superior Court of Justice (the Court) for the Filer to hold a special meeting (the Special Meeting) of shareholders and optionholders of the Filer (the Securityholders) to approve the Arrangement. The Arrangement was approved by Securityholders at the Special Meeting held on May 3, 2021. The Court subsequently issued a final order approving the Arrangement on May 4, 2021.
6. On May 11, 2021, the Filer and American Lithium announced the completion of the Arrangement, and American Lithium acquired 127,213,511 common shares of the Filer (the Common Shares), representing all of the outstanding shares of the Filer. As a result of the Arrangement, the Filer became a wholly-owned subsidiary of American Lithium.
7. The authorized capital of the Filer consists of an unlimited number of Common Shares without par value, of which 127,213,511 are currently outstanding and an unlimited number of preferred shares without par value, of which none are currently outstanding.
8. The Common Shares were previously listed on the TSX Venture Exchange under the stock symbol "PLU" but were delisted effective as at the close of business on May 18, 2021 in connection with the Arrangement, following which the Filer no longer has any securities listed on any exchange.
9. There are no securities of the Filer which are outstanding other than the Common Shares.
10. The Filer has one securityholder, being American Lithium.
11. The Filer does not intend to seek financing by way of a public or private offering of its securities in Canada or elsewhere.
12. On June 1, 2022, the Ontario Securities Commission issued a failure-to-file cease trade order (the FFCTO) as a result of the Filer's failure to file the following continuous disclosure documents:
(a) audited annual financial statements for the year ended September 30, 2021;
(b) management's discussion and analysis (MD&A) relating to the audited annual financial statements for the year ended September 30, 2021;
(c) interim financial statements for the periods ended March 31, 2021, June 30, 2021, December 31, 2021 and March 31, 2022;
(d) MD&A relating to the interim financial statements for the periods ended March 31, 2021, June 30, 2021, December 31, 2021 and March 31, 2022; and
(e) certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109) (collectively, the Unfiled Documents).
13. In addition to the Unfiled Documents, the Filer has subsequently failed to file the following documents:
(a) audited annual financial statements for the years ended September 30, 2022, 2023 and 2024;
(b) MD&A relating to the audited annual financial statements for the years ended September 30, 2022, 2023 and 2024;
(c) interim financial statements for the periods ended March 31, 2023 and 2024, June 30, 2022, 2023 and 2024, and December 31, 2022 and 2023;
(d) MD&A relating to the interim financial statements for the periods ended March 31, 2023 and 2024, June 30, 2022, 2023 and 2024, and December 31, 2022 and 2023; and
(e) certification of the foregoing filings as required by NI 52-109 (collectively, the Subsequently Unfiled Documents).
14. The Filer has concurrently filed an application (the FFCTO Application) with the OSC under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions, for an order (the FFCTO Relief) pursuant to Section 144 of the Legislation revoking the FFCTO without requiring the Filer to file the Unfiled Documents and Subsequently Unfiled Documents, to be effective on the same date as the Relief Sought.
15. The Filer is not in default of any requirements of the FFCTO or the applicable securities legislation of any jurisdiction of Canada or the rules and regulations made pursuant thereto, except for the obligation to file the Unfiled Documents and the Subsequently Unfiled Documents.
16. But for the fact that the Filer is subject to the FFCTO as a result of failing to file the Unfiled Documents and the Subsequently Unfiled Documents, each of which were due to be filed after the completion of the Arrangement, the Filer would be eligible to use the "simplified procedure" under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.
17. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.
18. 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.
19. 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.
Order
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Relief Sought is granted.
DATED at Toronto on this 20th day of February, 2025.
OSC File #: 2024/0728