Scully Royalty Ltd. — Regulatory Filings 2011

Nov 16, 2011

6-K 1 c24813e6vk.htm FORM 6-K e6vk PAGEBREAK

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2011

Commission File No.: 001-04192

MFC Industrial Ltd.

(Translation of Registrant’s name into English)

Suite #1620 — 400 Burrard Street, Vancouver, British Columbia, Canada V6C 3A6 (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

þ Form 20-F o Form 40-F

Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

o Yes þ No

If “Yes” is marked, indicate below the file number assigned to the Registrant in connection with Rule 12g3-2(b): ______

Folio /Folio

PAGEBREAK

NOTICE OF CHANGE OF AUDITOR

MFC Industrial Ltd. (the “ Company ”) hereby gives notice pursuant to section 4.11 of National Instrument 51-102 — Continuous Disclosure Obligations (“ NI 51-102 ”) of the change of its auditor from a member of Nexia International, Davidson & Company LLP, Chartered Accountants, Vancouver, British Columbia, Canada (the “ Former Auditors ”) to Deloitte &Touche LLP (the “ Successor Auditors ”). In accordance with NI 51-102, the Company hereby states that:

1. upon mutual agreement, the Former Auditors resigned as the Company’s auditors effective November 14, 2011;

2. the resignation of the Former Auditors and the appointment of the Successor Auditors has been considered and approved by the Company’s audit committee and board of directors;

3. there were no reservations contained in the Former Auditors’ report on any of the Company’s financial statements for the period commencing at the beginning of the Company’s most recently completed financial year and ending on the date of resignation of the Former Auditors; and

4. there have been no reportable events (including disagreements, unresolved issues and consultations) in connection with the audits of the two most recently completed financial years of the Company and with respect to any subsequent period to date.

Dated at Vancouver, British Columbia this 14 th day of November, 2011.

MFC INDUSTRIAL LTD.

/s/ Michael J. Smith

Per:
Michael J. Smith
Chairman

Folio /Folio

PAGEBREAK

November 14, 2011
British Columbia Securities Commission	Autorite Des Marches Financiers
PO Box 10142, Pacific Centre	Place de la Cite, Tour Comminar
12th Floor, 701 West Georgia Street	2640, Boulevard Lavrier,
Vancouver, BC	Bureau 400, 4 Etage
V7Y 1L2	Sainte-Foy PQ
	G1V 5C1

Alberta Securities Commission 4th Floor, 300 — 5th Avenue S.W. Calgary, AB T2P 3C4

Dear Sirs:

Re: MFC Industrial Ltd. (formerly Terra Nova Royalty Corp.) (the “Company”) Notice Pursuant to NI 51-102 of Change of Auditor

In accordance with National Instrument 51-102, we have read the Company’s Change of Auditor Notice dated November 14, 2011 and agree with the information contained therein, based upon our knowledge of the information at this date.

Should you require clarification or further information, please do not hesitate to contact the writer.

Yours very truly,

DAVIDSON & COMPANY LLP Chartered Accountants

1200 — 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada V7Y 1G6 Telephone (604) 687-0947 Fax (604) 687-6172

Folio /Folio

PAGEBREAK

Deloitte & Touche LLP
2800 - 1055 Dunsmuir Street
4 Bentall Centre
P.O. Box 49279
Vancouver BC V7X 1P4
Canada
Tel: 604-669-4466
Fax: 604-685-0395
www.deloitte.ca

British Columbia Securities Commission Alberta Securities Commission Autorité des marchés financiers

Dear Sirs/Mesdames:

Subject: MFC Industrial Ltd. (the “Company”) Notice Pursuant to NI 51-102 — Change of Auditor

As required by the National Instrument 51-102 and in connection with our proposed engagement as auditor of the Company, we have reviewed the information contained in the Company’s Notice of Change of Auditor dated November 14, 2011, and agree with the information contained therein, based upon our knowledge of the information relating to the said notice and of the Company at this time.

Yours very truly,

Independent Registered Chartered Accountants November 14, 2011

Membre de / Member of Deloitte Touche Tohmatsu Limited

Folio /Folio

PAGEBREAK

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 , the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MFC INDUSTRIAL LTD.

By: /s/ Michael Smith Michael Smith Chairman, President and Chief Executive Officer

Date: November 16, 2011

Folio /Folio