Blake, Cassels & Graydon lLP Barristers & Solicitors Patent & Trade-mark Agents 199 Bay Street Suite 4000, Commerce Court West Toronto ON M5l 1A 9 Canada Tel: 416-863-2400 Fax: 416-863-2653 February 16.2012 Kenneth Ng Associate Dir: (41 6) 863-2706 VIA E-MAIL & CO URIER kenneth.ng@blakes.com Reference: 72145/5 EXI'EDITED REVIEW Ontario Securities Commission as principlll reguhltor Cadi llac Fai rview Tower Suite 1903. Box 55 20 Queen Street West Toronto, ON M5H 3S8 and the following non·pri ncipal regulators: Alberta Securities Commiss ion Saskalchcw:tn Financh,1 Serviccs Commission Suite 600, 250 - 5'" Street SW Securities Division Calgary. Alberta Suite 601. 1919 Saskatchewan Drive TIP OR4 Regina, Saskatchewan S4? 4H2 The M:tnitoba Securities Commission Autoritc dcs m:lrchcs fimtnci ers 500 - 400 81. Mary Av enue 800. Square Victo ria, 22e etage Win nipeg. Manitoba C. P. 246. Tour de In Bourse R3C 4K5 Montreal. Quebec H4Z IG3 New Brunswick Securities Commission Nova Scotia Securities Commiss ion 85 Charlotte Stree t, Sui te 300 2nd Floor. Joseph Howe Building Saint John, New Brunswick 1690 Hollis Street E2L 2J2 Halifax. Nova Scot ia B3J 3J9 Superintendent of Securities Securities Commiss ion of Newfoundland and Government of Prince Edward Island Lllbrador 95 Rochford Street, P.O. Box 8700 4th Floor. Shaw Bui lding West Block, 2nd Floor. Confederation Build ing Charlottetown, Prince Edward Island St. John's, Newfound land C IA 7N8 A l B 4J6 12532808.1 MONTREAL OTTAWA TORONTO CALGARY VANCOUVER NEW YOR~ CHICAGO LONDON BAHRAIN Al.KHOBAR · BEIJING SHANGHAI ' blakes.com ' _t""OH>ce
Page 2 Government of Yukon Government of Northwest Territories Communi ty Services. Corporate Affai rs Securities Office, Department of Justice Law Centre, Third Floor 5009-49'h Street 21JO_2 nd Avenue I SI Floor Stuart M. Hodgson Building Whitehorse, Yukon YI A 5H6 P.O. Box 1320 Yellowknife. NWT XIA 2L9 Government of Nunavut Registrar of Securiti es Legal Registries Division Department of Justi ce P.O. Box 100 - Station 570 1 51 Floor. Brown Building Iqaluit, NU XOA OHO Re: NB Split Corp. (the "Applicant") - Application for u decision under the securiti es legisi:.ltion of all the provinces of Canada (other than British Columbhl) (the "Jurisdictions") that the Applicant is not a reporting issuer Dear Mesdames/Sirs: We are counsel to the Applicant. On behalf of the Applicant, we are applying to the Ontario Securities Commission as principal regulator on behalf of the Jurisdictions for a decision under the securities legislation (the "Legislation" ) o f the Jurisdictions that the Applicant is not a reporting issuer. Pursuant to the simplified procedure set out in CSA Staff Notice 12-307, the Applicant represents that: • the outstanding secuntles of the Applicant, including debt securities. are beneficiall y owned, directly or indirectly, by fewer than 15 security holders in each of the juri sdictions in Canada and fewer than 5 1 security holders in total in Canada; • no securities of the Applicant are traded on a marketplace as defined in National Instrument 2 1-10 1 Marketplace Operation; • the Applicant is applying for a decision that it is not a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer; and 12532808.1 MONTR~l o nAWA TORONTO CALGAR'!' VAN COUVER NEW '!'ORK CHICAGO LONDON BAHRAIN Al-KHOBAR " BEIJING SHANGHAI" blakes.com
Page 3 • the Appl icant is not m default of any of its obligations under the Legislation as a reporting issuer. Attached are: I. a ve rification statement signed by the Applicant that authorizes the filing of and confinns the truth of the facts in thi s applicationj 2. a draft foml of decision document under the simplified procedure (an electronic copy will al so be sent by email ); 3. a copy of the notice provided to the British Columbia Securities Commiss ion under Be Instrument 11-502 Volunfary Surrender oj Reporting Issuer Status; and 4. a cheque for the requisite fee, if any. If you require further information, please do not hesitate to contact the undersigned at (416) 863-2706. Yours very truly, Kenneth Ng NNG/azp Z. Edward Akku\\'I, NB Sphl Corp. K. Rusli. Blake. Cassels & GraF/C}// UP 12532808,1 MONTR~L OTTAWA TORONTO CALGAR Y VANCOUVER NEW YORK CHICAGO LON[)QN BAHRAIN AL-KHOBAR" BEIJING SHANGHAI · blakes .com . .... _ .., 0<1 0ffI00I
VerificHtion Statement of Applicant To: Ontario Securities Commission Alberta Securities Commiss ion Saskatchewan Financial Services Commiss ion (Securities Division) The Manitoba Securities Commiss ion Autorite des marches financiers New Brunswick Securities Commiss ion Nova Scotia Securi ties Commiss ion Superintendent of Securities, Government of Prince Edward [sland Securities Commission o f Newfoundland and Labrador Office of the Superintendent of Securiti es, Northwest Territori es Registrar of Securities, Yukon Registrar of Securi ties, Nunavut We authori ze the making and filing of the attached application by Blake, Cassels & Graydon LLP and confirm the truth of the fac ts contai ned therein. DATED at Toronto, Ontario th is 16th day of February. 20 12. NB SPLIT CORP. By: Name: Z. Edward Akkawi Title: Vice President, Operations
Decision Document under the Si mplified Procedure . ,2012 NB Spli t Corp. clo Blake, Cassels & Graydo n LLP 199 Bay Street Suite 4000, Commerce Court West Toronto, ON M5L IA9 Dear SirsfMesdames: Re: NB Split Corp. (the Applicant) - Application for a decision under the securiti es legislation of all the provinces of Canada (other than British Columbhl) (the Jurisdictions) that the Applicant is not a reporting issuer The Applicant has applied to the local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions for a decision under the securiti es legislation (the Legislation) of the Jurisdictions that the Applicant is not a reporting iss ller. As the Applicant has represented to the Decision Makers that: (a) the outstanding securities of the Applicant, including debt securi ties, are beneficially owned, directl y or indirecll y. by fewer than 15 security holders in each of the j uri sdictions in Canada and fewer than 5 1 security holders in total in Canada; (b) no securiti es o f the Applicant are traded on a marketplace as defined in National Instrument 2 1-1 0 I Marketplace Operation; (c) the Applicant is applying for a decision that it is not a report ing issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer; and (d) the Applicant is not in default of ally of its obligations under the Legislation as a reporting issuer, each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met and orders that the Applicant is not a reporting issuer. ______________ (Narne of signatory for the principal regulator) _________ __ (Title) Ontari o Securiti es Commissio n
Blake. Cassels & Graydon lLP Barristers & Solicitors Pa ten t & Trade-mark Agents 199 Bay Street Su ite 4000, Commerce Court West Toronto ON M5L lAg Canada Tel: 416-863-2400 Fax: 416-863-2653 Kenneth Ng February 16, 2012 Associate Dir: (416) 863-2706 kenneth.ng@blakes.com VIA E-MAIL fin report@bcsc.bc.ca Reference: 72145f5 British Columbia Securities Commission 701 West Georgia Street P.O. Box 10142, Pacific Centre Vancouver, British Columbia V7Y 1L2 Re: NB Split Corp. RE: Voluntary Surrender of Report ing Iss uer Status Dear Sir/Madam: We are counsel to N8 Split Corp. (the "Company"). All of the Company's ou tstanding Capital Shares and Preferred Shares (collectively, the "Shares") were redeemed on February 15, 2012 in accordance with the redemption provisions of the Shares. The Shares were delisted from the Toronto Stock Exchange at the close of business on February 15, 2012. The Company is a reporting issuer in all the provinces of Canada . On behalf of the Company. we hereby give notice under BC Instrument 11 -502 - Voluntary Surrender of Reporting Issuer Status ("BCI 11-502"') that the Company has become a closely held reporting issuer (as such term is defined in BCI 11 -502) and will cease to be a reporting issuer in the Province of British Columbia on or about February 26, 2012. If you require further information, please do not hesitate to contact the undersigned at (416) 863-2706. Yours truly , ?----Kenneth Ng c. Z. Edward Akkawi. NB Split Corp. Kevin RusH, Blake, Cassels &. Graydon LLP 12532772 1 MONTREAL onAWA TORONTO CALGARY VANCOUVER NEW VORK CHICAGO LONDON BAHRAIN AL·KHOBAR" BEIJING SHANGHAI " blakes.com
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