Fredonia Mining 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 is already a reporting issuer in British Columbia and Alberta -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in British Columbia and Alberta are 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, c. S. 5, AS AMENDED
(the Act)

AND

IN THE MATTER OF
FREDONIA MINING INC.
(the Applicant)

ORDER
(Paragraph 1(11)(b))

UPON the application of the Applicant to the Ontario Securities Commission (the Commission) for an order (the Order) pursuant to paragraph 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 having represented to the Commission as follows:

1. The Applicant is a company governed by the Business Corporations Act (Ontario), with its head and registered office located at 82 Richmond Street East, Toronto, ON M5C 1P1.

2. The Applicant was incorporated under the Business Corporations Act (Alberta) on September 19, 2012 under the name "Richmond Oil Corp." Effective June 22, 2021, the Applicant changed its name to "Fredonia Mining Inc."

3. On June 24, 2021, pursuant to an amalgamation agreement dated April 7, 2021, the Applicant and Fredonia Mining Corp., a wholly-owned subsidiary of the Applicant, completed a business combination transaction with Fredonia Management Limited, a corporation existing under the laws of the British Virgin Islands, which business combination constituted the Applicant's "Qualifying Transaction" (as that term is defined in Policy 2.4 of the TSX Venture Exchange (TSXV) Corporate Finance Manual (the TSXV Manual).

4. The Applicant was continued under the laws of Ontario on September 16, 2022.

5. The authorized share capital of the Applicant consists of an unlimited number of common shares (Common Shares), of which 177,155,444 Common Shares were issued and outstanding as at January 24, 2024.

6. The Common Shares are traded on the TSXV under the symbol "FRED". As of the date hereof, the Common Shares are not traded on any other stock exchange or trading or quotation system.

7. No other securities of the Applicant are listed, traded or quoted on any stock exchange or trading or quotation system.

8. The Applicant is a reporting issuer in Alberta and British Columbia and is not a reporting issuer in any other jurisdiction. The Applicant became a reporting issuer in Alberta and British Columbia on November 7, 2012.

9. The Applicant's principal regulator is the Alberta Securities Commission. The Commission will be the principal regulator of the Applicant once it has obtained reporting issuer status in Ontario. Upon granting of the Order, the Applicant will amend its System for Electronic Document Analysis and Retrieval + (SEDAR+) profile to indicate that the Commission is its principal regulator.

10. The Applicant is subject to the continuous disclosure requirements of the Securities Act (Alberta) (the Alberta Act) and the Securities Act (British Columbia) (the BC Act). The continuous disclosure requirements under the Alberta Act and the BC Act are substantially the same as the continuous disclosure requirements under the Act.

11. The Applicant is not on the lists of defaulting reporting issuers maintained pursuant to the Alberta Act or the BC Act or the rules and regulations made under either statute, and is not in default of any requirement of either the Alberta Act or the BC Act or the rules and regulations made under either statute.

12. The continuous disclosure materials filed by the Applicant are available on SEDAR+.

13. The Applicant is not in default under any of the rules, regulations or policies of the TSXV.

14. Pursuant to section 18 of Policy 3.1 of the TSXV Manual, a listed-issuer, which is not otherwise a reporting issuer in Ontario, must assess whether it has a "Significant Connection to Ontario" (as defined in Policy 1.1 of the TSXV Manual) and, upon becoming aware that it has a significant connection to Ontario, promptly make a bona fide application to the Commission to be designated a reporting issuer in Ontario.

15. The Applicant has determined that it has a significant connection to Ontario as:

a. the Applicant's head office and registered office is located in Ontario; and

b. registered holders and beneficial holders resident in Ontario beneficially own more than 20% of the total number of outstanding equity securities beneficially owned by the registered holders and beneficial holders of the Applicant.

16. Neither the Applicant nor any of its officers, directors or any shareholder holding sufficient securities of the Applicant to affect materially the control 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;

b. entered into a settlement agreement with a Canadian securities regulatory authority; or

c. 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.

17. Michael Doolan, a director of the Applicant, previously served as the Chief Financial Officer of Molycorp Inc. Mr. Doolan was acting as the Chief Financial Officer of Molcyorp. Inc. when it filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code on June 25, 2015.

18. Other than as set out above in representation 17, neither the Applicant, nor any of its officers, directors or 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 proceeding, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

19. Other than as set out in representation 17, none of the officers or directors of the Applicant or 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 order or similar order, or order 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 appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

AND UPON the Commission being satisfied that granting this Order would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to paragraph 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.

DATED at Toronto, this 27th day of March, 2024.

OSC File #: 2024/0047