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Thesis Gold (Holdings) Inc.

2023-09-14 | Order | Securities Act, 11-206 | Issuers | https://www.osc.ca/en/securities-law/orders-rulings-decisions/thesis-gold-holdings-inc

Securities Act, R.S.B.C. 1996, c. 418, s. 88. Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).


The Securities Commission has granted Thesis Gold (Holdings) Inc. (the Filer) an order to cease being a reporting issuer in all Canadian jurisdictions where it held this status. The decision was based on the Filer meeting specific criteria: it is not a publicly traded company, with fewer than 15 security holders in each jurisdiction in Canada and less than 51 worldwide. The Filer has also become a wholly-owned subsidiary following a statutory plan of arrangement, and its securities were delisted from the TSX Venture Exchange.

The Filer is not an OTC reporting issuer and has no plans to seek public financing. Although it failed to file certain continuous disclosure documents on time, this requirement arose after the completion of the arrangement, and the Filer would have been eligible for a simplified procedure if not for this default.

The decision was made under the authority of the Securities Act (British Columbia and Ontario) and in accordance with the Multilateral Instrument 11-102 Passport System and National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The British Columbia Securities Commission served as the principal regulator for the application, and the order reflects the decision of both the British Columbia and Ontario securities regulatory authorities.