Ursa Major Minerals Incorporated -- s. 1(6) of the OBCA
Headnote
Filer deemed to have ceased to be offering its securities to the public under the OBCA.
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
URSA MAJOR MINERALS INCORPORATED
(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 an "offering corporation" as defined in the OBCA, and has an authorized capital consisting of an unlimited number of common shares (Common Shares).
2. The head office of Applicant is located at 2nd Floor, 342 Water Street, Vancouver, B.C.
3. On July 16, 2012, a predecessor issuer of the Applicant (old Ursa) amalgamated with a wholly owned subsidiary of Prophecy Platinum Corp. (a reporting issuer in British Columbia, Manitoba and Alberta and listed on the TSX Venture Exchange) to form a new amalgamated company, being the Applicant, and all of the securityholders of old Ursa, with the exception of optionholders, whose options were terminated, received securities of Prophecy Platinum Corp. (Prophecy). On the amalgamation, old Ursa ceased to exist and Prophecy became the sole beneficial holder of all of the Common Shares.
4. As of the date of this decision, all of the outstanding securities of the Applicant, including debt securities, which are beneficially owned, directly or indirectly, are held by a sole securityholder, being Prophecy.
5. The Common Shares have been de-listed from the Toronto Stock Exchange, effective as of the close of trading on July 18, 2012.
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 recorded.
7. The Applicant is a reporting issuer, or the equivalent, in all of the jurisdictions in Canada in which it is currently a reporting issuer and to its knowledge is currently not in default of any of the applicable requirements under the legislation. The Applicant has applied for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer (the Relief Requested).
8. The Applicant has no intention to seek public financing by way of an offering of securities.
9. Upon the grant of the Relief Requested, the Applicant will not be a reporting issuer or the equivalent in any jurisdiction of Canada
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 purpose of the OBCA.
DATED: August 10, 2012