Gentor Resources Inc. -- s. 1(11)(b)
Headnote
Subsection 1(11)(b) -- Order that the issuer is a reporting issuer for the purposes of Ontario securities law -- Issuer already a reporting issuer in Alberta and British Columbia -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in Alberta and British Columbia substantially the same as those in Ontario -- Issuer has a significant connection to Ontario.
Statutes Cited
Securities Act, R.S.O. 1990, c. S.5, as am. s. 1(11)(b).
IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED (the Act) AND IN THE MATTER OF GENTOR RESOURCES INC.
ORDER (clause 1(11)(b))
UPON the application of Gentor Resources Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") for an order pursuant to clause 1(11)(b) of the Act that, for the purposes of Ontario securities law, the Applicant is a reporting issuer in Ontario;
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON the Applicant representing to the Commission as follows:
1. The Applicant is a company continued under the Companies Law (2011 Revision) of the Cayman Islands on February 28, 2012.
2. The head office of the Applicant is located at Suite 7070, 1 First Canadian Place, 100 King Street West, Toronto, Ontario, M5X 1E3, Canada. The registered address of the Applicant is located at Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9007, Cayman Islands.
3. The authorized share capital of the Applicant consists of US$50,000 divided into 500,000,000 common shares with a par value of US$0.0001 per share (the "Common Shares").
4. As of the date hereof, 72,253,840 Common Shares are issued and outstanding.
5. The Applicant has been a reporting issuer under the Securities Act (Alberta) (the "Alberta Act") and the Securities Act (British Columbia) (the "BC Act") since November 7, 2011 and is not a reporting issuer or the equivalent in any jurisdiction in Canada other than Alberta and British Columbia.
6. The Applicant is not on the list of defaulting reporting issuers maintained pursuant to the BC Act or the Alberta Act and is not in default of any of its obligations under the BC Act or the Alberta Act or the rules and regulations made thereunder.
7. The continuous disclosure materials filed by the Applicant under the securities legislation in Alberta and British Columbia are available on the System for Electronic Document Analysis and Retrieval ("SEDAR").
8. The continuous disclosure materials filed by the Applicant under the requirements of the BC Act and the Alberta Act are substantially the same as the continuous disclosure requirements under the Act.
9. The Common Shares are listed and posted for trading on the TSX Venture Exchange (the "TSXV") under the symbol "GNT". The Common Shares are also quoted in the United States on the OTCQB under the trading symbol "GNTOF". The Applicant is in good standing under the rules, regulations and policies of the TSXV.
10. The Applicant has determined that it has a significant connection to Ontario as the registered and beneficial shareholders of the Applicant who are resident in Ontario hold more than 10% of the total number of outstanding Common Shares. In addition, the Chief Executive Officer, Chief Financial Officer and Corporate Secretary of the Applicant are resident in Ontario.
11. Neither the Applicant nor any of its officers, directors, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, has:
(a) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;
(b) entered into a settlement agreement with a Canadian securities regulatory authority; or
(c) been the subject of any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.
12. Neither the Applicant nor any of its officers, directors, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been subject to:
(a) any known ongoing or concluded investigations by:
(i) a Canadian securities regulatory authority; or
(ii) a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or
(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver manager or trustee, within the preceding 10 years.
13. Neither any of the officers or directors of the Applicant, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been at the time of such event an officer or director of any other issuer which is or has been subject to:
(a) any cease trade or similar orders, or orders that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or
(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver manager or trustee, within the preceding 10 years.
14. As the Applicant has non-resident directors, it has filed with the Commission on SEDAR a "Non-Issuer Form of Submission to Jurisdiction and Appointment of Agent for Service of Process" form executed by each such director.
AND UPON the Commission being satisfied that granting this Order would not be prejudicial to the public interest;
IT IS ORDERED pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.
DATED this 17th day of April, 2014