The Ontario Securities Commission (OSC) granted Premier American Uranium Inc. (the Filer) exemptions from certain requirements related to restricted securities under various securities regulations. The exemptions, subject to conditions, allow the Filer to avoid the limitations imposed on the use and disclosure of “restricted securities” terms in connection with their common shares (Common Shares) and compressed shares (Compressed Shares).
The exemptions pertain to National Instruments 41-101, 44-101, 51-102, and OSC Rule 56-501, which generally restrict the naming and treatment of securities with differing voting rights. The Filer’s share structure includes Compressed Shares with 1,000 votes each, which would typically classify Common Shares as “restricted securities” due to their comparatively lesser voting rights.
Key points include:
– The Filer is a newly incorporated entity with limited operations and not yet a reporting issuer.
– The Filer’s share structure is designed to maintain its status as a foreign private issuer under U.S. securities law.
– The Filer plans to acquire Premier Uranium Inc. and distribute shares to shareholders of Consolidated Uranium Inc. (CUR) as part of a spin-out transaction.
– The Compressed Shares are intended for Premier’s shareholders, with significant holdings by one U.S. resident, and are convertible into Common Shares under certain conditions.
The OSC granted exemptions provided that:
– The Filer’s share structure remains as described, with no other restricted securities issued.
– The Filer includes specific disclosures in its prospectuses and continuous disclosure documents reflecting the share structure and conversion rights.
The decision allows the Filer to refer to its Common Shares as such in prospectuses and other documents without adhering to the usual restricted security requirements, provided the conditions are met.