Norris Lithium Inc.



National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Cease to be a reporting issuer in Ontario -- Following an arrangement, all of the issuer's common shares were acquired by another company that is a reporting issuer and in compliance with its continuous disclosure obligations; the issuer has convertible securities that are beneficially owned by more than 15 persons in a jurisdiction of Canada; the convertible securities are exercisable for securities of the acquirer or redeemable based on the value of the shares of the acquirer; the issuer is not required under the terms of the convertible securities to provide any continuous disclosure to the holders of the convertible securities or to remain a reporting issuer.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).

December 22, 2023




¶ 1 The securities regulatory authority or regulator in each of the Jurisdictions (the 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 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's head office is located in Vancouver, British Columbia;

2. pursuant to an arrangement agreement between the Filer and Lithium One Metals Inc. (the Purchaser), effective on September 27, 2023 (the Effective Date) the Purchaser acquired all the issued and outstanding common shares of the Filer (the Filer Shares) by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the Arrangement);

3. pursuant to the Arrangement, all of the Filer Shares were exchanged for the Purchaser's shares (the Purchaser Shares) and all of the Filer's options were exchanged for options of the Purchaser;

4. pursuant to the Arrangement, all of the Filer's warrants now entitle the holders to receive shares of the Purchaser;

5. the only outstanding securities of the Filer are 8,171,500 warrants of the Filer (the Warrants);

6. to the best of the Filer's knowledge and belief, there are 46 beneficial holders of Warrants, of which 2 are in Alberta, 10 are in British Columbia, 1 is in Manitoba, 18 are in Ontario, 1 is in Québec and 14 are in Australia;

7. the Filer is not required to remain a reporting issuer pursuant to the terms of the certificates representing the Warrants (the Warrant Certificates);

8. the treatment of the Warrants in the Arrangement is consistent with the terms of the Warrant Certificates, and as a result of such treatment, the Warrants represent the right to receive Purchaser Shares and not Filer Shares, and no consents or approvals were required from the holders of the Warrants;

9. the directors of the Purchaser have authorized the issuance of Purchaser Shares upon the exercise of the Warrants;

10. the Purchaser Shares are listed on the TSX Venture Exchange and the Purchaser is a reporting issuer in each of British Columbia, Alberta and Ontario;

11. the Purchaser is subject to continuous disclosure requirements, and the disclosure filed under such requirements are the only relevant disclosure to the Warrants holders as such holders are only entitled to receive Purchaser Shares upon exercise of the Warrants;

12. the Purchaser is not in default of securities legislation in any jurisdiction;

13. the Filer has no intention to seek a public financing by offering securities;

14. the Filer Shares have been delisted from the Canadian Securities Exchange on September 27, 2023;

15. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105Issuers Quoted in the U.S. Over-the-Counter Markets;

16. 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;

17. the Filer is not in default of securities legislation in any jurisdiction;

18. the Filer is not eligible to use the simplified procedure in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications because the securities of the Filer are not beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada; and

19. 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.


¶ 4 Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.

The decision of the Decision Makers under the Legislation is that the Order Sought is granted.

"Noreen Bent"
Chief, Corporate Finance Legal Services
British Columbia Securities Commission
OSC File #: 2023/0495