Opawica Explorations Inc.
Headnote
Application by issuer for an order that it be exempt from the requirement to pay the fees specified by OSC Rule 13-502 for late filings of certain Form 45-106F1 reports of exempt distribution -- Issuer failed to file required Form 45-106F1 reports in respect of exempt distributions made over a period of approximately two years -- Issuer immediately filed the required Form 45-106F1 reports upon recognizing that they had not been filed -- Issuer is a junior exploration stage company with limited cash resources and no source of operating cash flows -- Current market conditions have impaired issuer's ability to raise funds to support its operations - Relief granted.
Statutes Cited
National Instrument 45-106 Prospectus and Registration Exemptions, Form 45-106F1 Report of Exempt Distribution.
OSC Rule 13-502 Fees, s. 6.1.
IN THE MATTER OF
ONTARIO SECURITIES COMMISSION
RULE 13-502 FEES
AND
IN THE MATTER OF
OPAWICA EXPLORATIONS INC.
ORDER
WHEREAS the Director has received an application from Opawica Explorations Inc. (the "Applicant") for an order, pursuant to section 6.1 of OSC Rule 13-502 Fees (the "Fee Rule"), that the Applicant be exempt from the requirement to pay the fees specified by the Fee Rule for late filings of certain Form 45-106F1 reports of exempt distribution;
AND WHEREAS the Applicant has represented to the Ontario Securities Commission ("OSC") that:
1. The Applicant was incorporated under the Business Corporations Act (Ontario) on September 17, 1975. The Applicant moved its office and administrative operations to British Columbia in late 2005 and continued into British Columbia by Certificate of Continuation granted pursuant to the Business Corporations Act (British Columbia) on September 29, 2006.
2. The Applicant's head and registered office is currently located at Suite 515 -- 701 West Georgia Street, Vancouver, British Columbia, V7Y 1C6.
3. The Applicant is a reporting issuer in British Columbia, Alberta and Ontario (the "Jurisdictions") and is currently not in default of any of its obligations under any provision of the securities acts of the Jurisdictions or any of the rules and regulations thereunder, except for the failure to pay the Late Fees in Ontario as hereinafter described.
4. The Applicant's common shares (the "Shares") are listed on the Toronto Stock Exchange (the "TSX") and the Applicant is not in default of any of the rules or regulations of the TSX.
5. Between October 14, 2005 and December 31, 2007, the Applicant completed a number of distributions of Shares in Ontario (the "Exempt Distributions") in reliance on prospectus and registration exemptions contained in National Instrument 45-106 Prospectus and Registration Exemptions ("NI 45-106").
6. In accordance with Part 6 of NI 45-106, the Applicant was required to file a Form 45-106F1 Report of Exempt Distribution for each Exempt Distribution (the "Required Reports") on or before the 10th day after the distribution.
7. The Applicant failed to file the Required Reports for the Exempt Distributions in the time required by NI 45-106.
8. Upon recognizing that the Required Reports had not been filed the Applicant immediately filed the Required Reports with the OSC in February 2008.
9. As a consequence of filing the Required Reports late, the Applicant accumulated late fees pursuant to Appendix D of the Fee Rule in the amount of $14,800 (the "Late Fees").
10. The Applicant is a junior exploration stage company with no source of operating cash flows. As of the Applicant's fiscal year ended August 31, 2008, the Applicant had a working capital deficit of approximately $158,000.
11. The Applicant has limited cash resources. Substantially all of the Applicant's available cash has been raised through "flow-through" share financings. The funds raised from these financings are only permitted by Canadian tax legislation to be expended on qualifying Canadian exploration expenses on the Applicant's mineral properties.
12. The current market conditions have significantly impaired the Applicant's ability to raise non-flow-through financing-related funds to support its operations.
13. The Applicant has taken measures to ensure that in the future all reports of exempt distribution that are required to be filed under Ontario securities laws in respect of exempt distributions by the Applicant in Ontario are filed within the required time periods.
AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;
THE ORDER under the Fee Rule is that the Applicant is exempt from the requirement to pay the Late Fees.
DATED at Toronto on this 19th day of December, 2008.