The Securities Commission has granted an order for Marathon Gold Corporation (the Filer) to cease being a reporting issuer in all Canadian jurisdictions. This decision follows the Filer’s application under the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii).
Key facts include:
– The Filer, a corporation under Canadian federal laws, was a reporting issuer in Canada, with shares listed on the Toronto Stock Exchange (TSX) until their delisting on January 26, 2024.
– All Filer Shares were acquired by Calibre Mining Corp. (Calibre), making the Filer a wholly-owned subsidiary of Calibre.
– A court-approved plan of arrangement under the Canada Business Corporations Act facilitated the share exchange, with Filer shareholders receiving Calibre shares.
– The Filer’s outstanding securities, including options and warrants, were either exchanged for Calibre securities or settled in cash as part of the arrangement.
– The Filer is not in default of any securities legislation and has no plans for public financing or issuing new securities, except to Calibre or its affiliates.
The reasoning includes:
– The Filer’s securities are no longer publicly traded.
– The only outstanding securities of the Filer are warrants exercisable into Calibre shares, not Filer shares.
– The Filer conducted an investigation to determine the number and jurisdiction of the beneficial holders of the Filer Warrants but could not ascertain the total number.
– The Filer does not meet the criteria for simplified reporting issuer status cessation procedures due to the number of warrant holders.
The outcome is that the Filer has been granted relief from reporting issuer obligations, as it no longer meets the criteria requiring such status, and its securities are no longer publicly traded. The decision is based on the applicable legislative provisions and the facts and representations provided by the Filer.