UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 15F
CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 000-51283
CALIBRE MINING CORP.
(Formerly TLC Ventures Corp.) (Exact name of registrant as specified in its charter)
Suite 1250 – 999 West Hastings
Vancouver , British Columbia
Canada V6C 2W2
(604) 687-3992
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Common Shares, no par value
(Title of each class of securities covered by this Form)
Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:
| Rule 12h-6(a) [X] | Rule 12h-6(d) [ ] |
| (for equity securities) | (for successor registrants) |
| Rule 12h-6(c) [ ] | Rule 12h-6(i) [ ] |
| (for debt securities) | (for prior Form 15 filers) |
| Item 1. | Exchange Act Reporting History |
| A. | Calibre Mining Corp. (the “Company”) first incurred the duty to file reports under Section 13(a) or Section 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or about June 23, 2005. |
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| B. | The Company has filed or submitted all reports required under Exchange Act Section 13(a) or Section 15(d) and corresponding Commission rules for the 12 months preceding the filing of this Form, and the Company has filed at least one annual report under Section 13(a). |
| Item 2. | Recent United States Market Activity |
The Company has never sold its securities in the United States in an offering registered under the United States Securities Act of 1933, as amended (the “Securities Act”).
| Item 3. | Foreign Listing and Primary Trading Market |
| A. | The Company maintains a listing of its common shares, without par value (the “Common Shares”) under the trading symbol “CXB” on the TSX Venture Exchange (the “TSXV”), the primary trading market (as defined in Rule 12h-6(f)) for the Common Shares, in Vancouver, Canada (the “Primary Jurisdiction”). |
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| B. | The date of the initial listing of the Common Shares on the TSXV was October 5, 1994. The Common Shares have been listed on the TSXV since such date. Thus, the Company has maintained a listing of the Common Shares for a period that is longer than the 12 months preceding the date of the filing of this Form 15F. |
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| C. | To the best knowledge of the Company, for the period commencing on and ended on and including January 16, 2008 and ended on and including January 16, 2009 (the “Recent Trading Period”), the percentage of worldwide trading in the Common Shares that occurred in the Primary Jurisdiction was 96.2%, and as such the primary trading market is larger than the trading market for the Common Shares in the United States during the same period. |
| Item 4. | Comparative Trading Volume Data |
Not applicable.
| Item 5. | Alternative Record Holder Information |
As of January 16, 2009, there were 233 holders of the Company’s Common Shares who are United States residents. The Company relied on Computershare Ltd. to determine the number of holders of its equity securities.
Not applicable.
| Item 7. | Notice Requirement |
| A. | As required by Rule 12h-6(h), attached to this Form 15F as an exhibit is a news release disseminated by the Company on January 29, 2009 (the “News Release”), disclosing its intent to terminate its duty to file reports under Section 13(a) or 15(d) of the Exchange Act. |
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| B. | The News Release was disseminated in the United States via Marketwire newswire service. |
| Item 8. | Prior Form 15 Filers |
Not applicable.
PART II
| Item 9. | Rule 12g3-2(b) Exemption |
The Company is a reporting issuer in the provinces of British Columbia and Alberta in Canada. Pursuant to National Instrument 51-102 of the Canadian Securities Administrators, the Company is required to make public and file on the System for Electronic Document Analysis and Retrieval at www. sedar.com, among other things, the following documents: all interim and annual financial statements together with the appropriate MD&A; a notice of any change to its corporate structure; documents regarding any reverse takeover; a notice of any change to its auditors; an annual information form; all news releases that disclose material information; all material change reports; business acquisition reports for significant acquisitions; management information circulars and proxy-related material; certain material contracts; and any other information the Company sends to its security holders. All information required to be published pursuant to Rule 12g3-2(b)(1)(iii) will be available at www.sedar.com.
PART III
The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:
| (1) | The average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i); |
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| (2) | Its subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or |
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| (3) | It otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Calibre Mining Corp. has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, Calibre Mining Corp. certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under Section 12(g) of the Exchange Act, or its duty to file reports under Section 13(a) or Section 15(d) of the Exchange Act, or both.
| CALIBRE MINING CORP. |
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| By: | /s/ Edward Farrauto |
| | Edward Farrauto |
| | Chief Financial Officer and Director |
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| Dated: January 29, 2009 |
