Roscan Gold Corporation -- 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 ROSCAN GOLD CORPORATION (the Applicant)
ORDER (Paragraph 1(11)(b))
UPON the application of the Applicant to the Ontario Securities Commission (the Commission) for an 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) (the OBCA).
2. The Applicant was continued under the laws of the Province of Ontario on November 19, 2004.
3. The Applicant's head office and registered office is 161 Bay Street, 27th Floor Toronto ON M5J 2S1.
4. The authorized capital of the Applicant consists of an unlimited number of common shares (Common Shares). As at the date hereof, the Applicant has the following issued and outstanding securities: (i) 279,465,360 Common Shares; (ii) 21,465,889 common share purchase warrants and (iii) 22,750,000 options to purchase Common Shares.
5. The Common Shares are traded on the TSX Venture Exchange (the TSXV) under the symbol "ROS" and on the Frankfurt Stock Exchange under the symbol "2OJ". As of the date hereof, the Common Shares are not traded on any other stock exchange or trading or quotation system.
6. No other securities of the Applicant are listed, traded or quoted on any stock exchange or trading or quotation system.
7. The Applicant is a reporting issuer under the Securities Act (British Columbia) (the BC Act) and the Securities Act (Alberta) (the Alberta Act). The Applicant became a reporting issuer in British Columbia on April 21, 1988 and became a reporting issuer in Alberta on November 26, 1999.
8. The Applicant is not a reporting issuer or equivalent in any jurisdiction other than British Columbia and Alberta.
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 this Order, the Applicant will amend its profile on the System for Electronic Document Analysis and Retrieval(SEDAR) to indicate that the Commission is its principal regulator.
10. The Applicant is not on the lists of defaulting reporting issuers maintained pursuant to the BC Act or the Alberta Act, and is not in default of any requirement under the BC Act or the Alberta Act, or the rules and regulations made thereunder.
11. The Applicant is subject to the continuous disclosure requirements of the BC Act and the Alberta Act. The continuous disclosure requirements under the BC Act and the Alberta Act are substantially the same as the continuous disclosure requirements under the Act.
12. The continuous disclosure materials filed by the Applicant under the BC Act and the Alberta Act 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 TSX Venture Exchange Corporate Finance Manual (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" in accordance with the policies of the TSXV as (i) more than 20% of the issued and outstanding Common Shares are owned by registered and beneficial shareholders resident in Ontario; (ii) the Applicant's mind and management is principally located in Ontario; and (iii) the Applicant's head office is located in Toronto, Ontario.
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. 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 proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.
18. 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 15th day of March, 2021.