St Andrew Goldfields Ltd. – 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 (ONTARIO), R.S.O. 1990, c. B.16, AS AMENDED (the "OBCA") AND IN THE MATTER OF ST ANDREW GOLDFIELDS LTD. (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 an "offering corporation" as defined in the OBCA, and has an authorized capital consisting of an unlimited number of common shares (the "Common Shares").
2. The Applicant has its head office at 20 Adelaide Street East, Suite 1500, Toronto, Ontario, M5C 2T6.
3. Effective January 26, 2016, in accordance with a plan of arrangement under section 182 of the Business Corporations Act (Ontario) (the "Arrangement"), pursuant to the provisions of an arrangement agreement dated as of November 16, 2015 between Kirkland Lake Gold Inc. (the "Purchaser") and the Applicant, the Applicant became a wholly-owned subsidiary of the Purchaser and all of the issued and outstanding common shares of the Applicant were acquired by the Purchaser in consideration for 0.0906 of one common share of the Purchaser per common share of the Applicant (the "Exchange Ratio"). All of the outstanding stock options of the Applicant have been deemed to have been exchanged under the Arrangement at the Exchange Ratio.
4. All of the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by the Purchaser. The Applicant has no outstanding securities other than the Common Shares.
5. The Common Shares of the Applicant, which traded under the symbol "SAS" on the Toronto Stock Exchange, were delisted effective at the close of trading on January 29, 2016.
6. No securities of the Applicant, 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.
7. Pursuant to BC Instrument 11-502 -- Voluntary Surrender of Reporting Issuer Status, the British Columbia Securities Commission confirmed the Applicant's non-reporting issuer status in British Columbia effective February 11, 2016.
8. The Applicant is a reporting issuer, or the equivalent, in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario (the "Jurisdictions").
9. The Applicant is not in default of any requirement of securities legislation in any of the Jurisdictions.
10. The Applicant has no intention to seek public financing by way of an offering of securities.
11. On February 1, 2016 the Applicant made an application to the Ontario Securities Commission, as principal regulator on behalf of the securities regulatory authorities in the Jurisdictions, for a decision that the Applicant is not a reporting issuer in the Jurisdictions (the "Reporting Issuer Requested Relief").
12. Upon the granting of the Reporting Issuer Requested Relief, the Applicant will not be a reporting issuer or equivalent in any jurisdiction of Canada.
AND UPON the Commission being satisfied that 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 is deemed to have ceased to be offering its securities to the public for the purpose of the OBCA.
DATED at Toronto on this 19th day of February, 2016.