Wildcat Exploration Ltd. - s. 1(11)(b)
Headnote
Section 1(11) -- order that issuer is a reporting issuer for purposes of Ontario securities law -- issuer already a reporting issuer in Manitoba, British Columbia, Alberta and Québec -- issuer's securities listed for trading on the TSX Venture Exchange -- issuer has a substantial connection to Ontario -- continuous disclosure requirements in Alberta, British Columbia and Manitoba substantially the same as those in 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
WILDCAT EXPLORATION LTD.
ORDER
(Clause 1(11)(b))
UPON the application of Wildcat Exploration Ltd. (the "Applicant") to the Ontario Securities Commission (the "Commission") for an order pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law;
AND UPON considering the application and the recommendations of the staff of the Commission;
AND UPON the Applicant representing to the Commission as follows:
1. The Applicant was incorporated in Manitoba on February 11, 1998 under the Corporations Act (Manitoba).
2. The Applicant's head office is located at Suite 203 - 1780 Wellington Avenue, Winnipeg, Manitoba, R3H 1B3.
3. The authorized share capital of the Applicant consists of an unlimited number of common shares without par value and without special rights or restrictions attached. As of the date hereof, the Applicant had 48,400,972 common shares issued and outstanding.
4. The Applicant became a reporting issuer under the Securities Act (Manitoba) (the "Manitoba Act") on October 31, 2000 by the issuance by the Manitoba Securities Commission of a receipt for a final prospectus dated October 26, 2000. The Applicant became a reporting issuer under the Securities Act (British Columbia) (the "BC Act") on November 27, 2000; under the Securities Act (Alberta) (the "Alberta Act") on November 27, 2000; and under the Securities Act (Québec) (the "Québec Act") on January 14, 2005.
5. The Applicant is not currently a reporting issuer or the equivalent in any jurisdiction in Canada other than Manitoba, British Columbia, Alberta and Québec.
6. As of the date hereof, the Applicant is not on the list of defaulting reporting issuers maintained pursuant to the Manitoba Act, the BC Act, the Alberta Act or the Québec Act, and, to the best of its knowledge, is not in default of any of its obligations under the Manitoba Act, the BC Act, the Alberta Act or the Québec Act.
7. The continuous disclosure materials filed by the Applicant under the Manitoba Act, the BC Act, the Alberta Act and the Québec Act since August 16, 2000 are available on the System for Electronic Document Analysis and Retrieval (SEDAR).
8. The continuous disclosure requirements of the Manitoba Act, the BC Act, the Alberta Act and the Québec Act are substantially the same as the requirements under the Act.
9. The Applicant's common shares are traded on the TSX Venture Exchange (TSX-V) under the symbol "WEL". The Applicant's securities are not traded on any other stock exchange or trading or quotation system.
10. The Applicant is not in default of any of the rules, regulations or policies of the TSX-V.
11. The Applicant has a significant connection to Ontario as its Ontario shareholders hold more than 33% of the issued and outstanding common shares of the Applicant.
12. There have been no penalties or sanctions imposed against the Applicant by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority and the Applicant has not entered into a settlement agreement with a Canadian securities regulatory authority.
13. No director or officer of the Applicant, nor, to the knowledge of the Applicant and its directors and officers, any controlling shareholder of the Applicant has:
(a) been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority; or
(b) been subject to 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.
14. None of the Applicant, any director or officer of the Applicant, nor, to the knowledge of the Applicant and its directors and officers, any controlling shareholder of the Applicant has:
(a) been the subject of any known ongoing or concluded investigation by a Canadian securities regulatory authority, or 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) been the subject of 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.
15. None of the Applicant's directors or officers, nor, to the knowledge of the Applicant and its directors and officers, or any controlling shareholder of the Applicant, has been at the time of such event, a director or officer of any other issuer which is or has:
(a) been subject to any cease trade order or similar order, or order that denied access to any exemptions under Ontario securities laws, for a period of more than 30 consecutive days, within the preceding 10 years; or
(b) been subject to 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.
16. The Applicant will remit all participation fees dues and payable by it pursuant to Ontario Securities Commission Rule 13-502 Fees by no later than two business days from the date of this Order.
AND UPON the Commission being satisfied that to do so is in the public interest;
IT IS HEREBY 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 April 1, 2008