Securities Law & Instruments

Headnote

 

Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).

 

Applicable Legislative Provisions

 

Business Corporations Act, R.S.O. 1990, c. B.16 as am., s. 1(6).

 

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT,

R.S.O. 1990, c. B.16, AS AMENDED

(the “OBCA”)

 

AND

 

IN THE MATTER OF

AURICO METALS INC.

(the “Applicant”)

 

ORDER

(Subsection 1(6) of the OBCA)

 

UPON the application of the Applicant to the Ontario Securities Commission (the “Commission”) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;

 

AND UPON the Applicant having represented to the Commission that:

 

1.             The Applicant is an “offering corporation” as defined in subsection 1(1) of the OBCA, and has an authorized capital consisting of an unlimited number of common shares (the “Common Shares”), of which 162,624,099 Common Shares are issued and outstanding as of the date hereof.

 

2.             The Applicant has its head office at 1 University Avenue, Suite 1500, Toronto, Ontario, M5J 2P1.

 

3.             Effective January 8, 2018, in accordance with a plan of arrangement under section 182 of the OBCA (the “Arrangement”), AuRico Metals Inc. (“Old AuRico”), a predecessor by amalgamation of the Applicant, became a wholly-owned subsidiary of Centerra Ontario Holdings Inc. (the “Purchaser”), itself a wholly-owned subsidiary of Centerra Gold Inc. (“Centerra”). Immediately following the Arrangement, Old AuRico amalgamated with the Purchaser, with the amalgamated company using the name “AuRico Metals Inc.”.

 

4.             The Arrangement was approved by shareholders of Old AuRico at a special meeting of shareholders of Old AuRico held on December 22, 2017.

 

5.             The Arrangement was approved by a final court order of the Ontario Superior Court of Justice (Commercial List) on January 5, 2018.

 

6.             The Common Shares, which traded under the symbol “AMI” on the Toronto Stock Exchange, were de-listed effective at the close of trading on January 9, 2018.

 

7.             The Applicant has no outstanding securities, including debt securities, other than the Common Shares.

 

8.             As of the date of this decision, all of the outstanding Common Shares are beneficially owned, directly or indirectly, by Centerra.

 

9.             No securities of the Applicant, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

 

10.          On January 19, 2018, the Applicant was granted an order pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario) that it is not a reporting issuer in Ontario and is not a reporting issuer or the equivalent in any other jurisdiction of Canada in accordance with the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

 

11.          The Applicant has no intention to seek public financing by way of an offering of securities.

 

12.          The Applicant is not in default of securities legislation in any jurisdiction in Canada.

 

AND UPON the Commission being satisfied that to grant this order would not be prejudicial to the public interest;

 

IT IS HEREBY ORDERED by the Commission, pursuant to subsection 1(6) of the OBCA, that the Applicant is deemed to have ceased to be offering its securities to the public.

 

DATED at Toronto on this 19th day of January, 2018

 

“Mark J. Sandler”

Commissioner

Ontario Securities Commission

 

“Anne Marie Ryan”

Commissioner

Ontario Securities Commission