Ely Gold Royalties Inc.
National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Application for an order than the issuer is not a reporting issuer under applicable securities laws -- The issuer is not an OTC reporting issuer; the outstanding securities of the issuer are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide; no securities of the issuer are traded on a marketplace in Canada or another country; the issuer is not in default of securities legislation except it has not filed certain continuous disclosure documents -- relief granted.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
September 24, 2021
IN THE MATTER OF THE SECURITIES LEGISLATION OF THE PROVINCE OF BRITISH COLUMBIA AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS AND IN THE MATTER OF ELY GOLD ROYALTIES INC. (the Filer)
¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):
(a) the British Columbia Securities Commission is the principal regulator for this application,
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in the Province of Alberta, and
(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
¶ 2 Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
¶ 3 This order is based on the following facts represented by the Filer:
1. the Filer was incorporated as 694227 Alberta Inc. under the Business Corporations Act (Alberta); on June 24, 1996, the Filer changed its name to Kinvara Ventures Inc. and on May 20, 2005, the Filer changed its name to Ivana Ventures Inc. and consolidated its share capital on a five (old) for one (new) basis; on November 2, 2005, the Filer continued under the Business Corporations Act (British Columbia) (the BCBCA); on July 4, 2008, the Filer changed its name to Ely Gold & Minerals Inc. and on November 22, 2017, it changed its name to Ely Gold Royalties Inc.;
2. the Filer's head office is located in Vancouver, British Columbia;
3. the Filer is a reporting issuer in the provinces of British Columbia, Alberta and Ontario;
4. the Filer's authorized share capital consists of an unlimited number of common Shares (Common Shares), of which 183,665,693 are issued and outstanding;
5. on August 23, 2021, all of the Common Shares were acquired by Gold Royalty Corp. (GRC) by way of a plan of arrangement under the BCBCA;
6. no securities of the Filer are outstanding other than the Common Shares owned by GRC;
7. on August 23, 2021, the Common Shares were delisted from the TSX Venture Exchange;
8. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
9. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
10. no securities of the Filer, 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 reported;
11. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer;
12. the Filer is not in default of securities legislation in any jurisdiction, other than the obligation to file on or before August 30, 2021 its interim financial statements and related management's discussion and analysis for the interim period ended June 30, 2021 as required under National Instrument 51-102 Continuous Disclosure Obligations and the related certification of such interim filings as required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (collectively, the Filings);
13. the requirements to file the Filings did not arise until after the Filer became a wholly-owned subsidiary of GRC; and
14. the Filer is not eligible to use the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications as the Filer is in default for failure to file the Filings.
¶ 4 Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.
The decision of the principal regulator under the Legislation is that the Order Sought is granted.