Thompson Creek Metals Company Inc. - s. 4(b) of the Regulation
Headnote
Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (British Columbia).
Statutes Cited
Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.
Securities Act, R.S.O. 1990, c. S.5, as am.
Business Corporations Act (British Columbia), S.B.C. 2002, c. 57.
Regulations Cited
Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).
Securities Act, R.S.O. 1990, c.S .5, as am.
IN THE MATTER OF
R.R.O. 1990, REGULATION 289/00,
AS AMENDED (the "Regulation")
MADE UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO),
R.S.O. 1990, c. B.16, AS AMENDED (the "OBCA")
AND
IN THE MATTER OF
THOMPSON CREEK METALS COMPANY INC.
CONSENT
(Subsection 4(b) of the Regulation)
UPON the application of Thompson Creek Metals Company Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent from the Commission to continue into another jurisdiction pursuant to subsection 4(b) of the Regulation;
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON the Applicant having represented to the Commission that:
1. The Applicant was formed under the OBCA by Articles of Amalgamation dated July 1, 2000 under the name Patent Enforcement and Royalties Ltd. Pursuant to Articles of Amendment dated April 14, 2005, the Applicant changed its name to Blue Pearl Mining Ltd. Pursuant to Articles of Amendment dated May 11, 2007, the Applicant changed its name to Thompson Creek Metals Company Inc.
2. The Applicant's registered and head office is located at 401 Bay Street, Suite 2010, Toronto, Ontario M5H 2Y4.
3. The authorized share capital of the Applicant consists of an unlimited number of common shares, of which 113,983,272 common shares were issued and outstanding as at April 28, 2008.
4. The Applicant's outstanding common shares are listed and posted for trading on the Toronto Stock Exchange and on the New York Stock Exchange under the symbols "TCM" and "TC", respectively.
5. The Applicant's outstanding common share purchase warrants are listed and posted for trading on the Toronto Stock Exchange under the symbol "TCM.WT".
6. The Applicant proposes to make an application to the Director under the OBCA pursuant to section 181 of the OBCA (the "Application for Continuance") for authorization to continue as a corporation under the Business Corporations Act (British Columbia), S.B.C. 2002. c. 57 (the "BCBCA") (the "Continuance").
7. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation under the OBCA, the Application for Continuance must be accompanied by a consent from the Commission.
8. The Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act"). The Applicant is also a reporting issuer in each of the other provinces of Canada.
9. The Applicant intends to remain a reporting issuer in Ontario and in each of the other provinces of Canada following the Continuance.
10. The Applicant is not in default of any of the provisions of the Act or the regulations or rules made under the Act or under the securities legislation of any other jurisdiction where it is a reporting issuer.
11. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, any pending proceeding under the Act.
12. The shareholders of the Applicant passed a special resolution authorizing the Continuance at an annual and special meeting of the shareholders of the Applicant held on May 8, 2008 (the "Meeting"). The special resolution authorizing the Continuance was approved by 88% of the votes cast by the Applicant's shareholders.
13. Pursuant to section 185 of the OBCA, all shareholders of record as of the record date for the Meeting were entitled to exercise dissent rights with respect to the Application for Continuance. The management information circular dated April 9, 2008, provided to the shareholders in connection with the Meeting, advised the shareholders of their dissent rights under the OBCA.
14. Notwithstanding that the Applicant's shareholders have approved the Continuance, the directors of the Applicant may abandon the special resolution authorizing the Continuance, without further approval of the Applicant's shareholders.
15. The principal reasons for the Continuance are that the BCBCA (a) offers the Applicant greater flexibility with respect to recruitment of non-resident directors and (b) will provide the Applicant with greater flexibility in its inter-company financial planning in that it permits subsidiaries to hold shares of the Applicant.
16. The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those of a corporation governed by the OBCA, with the exception that the OBCA requires that at least 25% of a corporation's directors be resident Canadians whereas the BCBCA does not prescribe a minimum requirement for Canadian residency of directors.
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the BCBCA.
Dated at Toronto, Ontario this 25th day of July, 2008.