Securities Law & Instruments


National Policy 11-203 Process For Exemptive Relief Applications in Multiple Jurisdictions -- Application for an order that the issuer is not a reporting issuer under applicable securities legislation -- Relief granted

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).

Citation: Gateway Gold Corp., Re, 2009 ABASC 227

May 15, 2009




(the Jurisdictions)








(the Filer)




The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer is deemed to have ceased to be a reporting issuer (the Exemptive Relief Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):

(a) the Alberta Securities Commission is the principal regulator for this application, and

(b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.


Terms defined in National Instrument 14-101 Definitions and MI 11-102 Passport System have the same meaning if used in this decision, unless otherwise defined.


This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation governed by the Business Corporations Act (British Columbia).

2. The Filer is a reporting issuer in the provinces of British Columbia, Alberta and Ontario.

3. Although the Filer's sole shareholder, Victoria Gold Corp. (Victoria), is a reporting issuer in Alberta and British Columbia, Alberta was selected as the principal regulator for this application because relief is not being requested in British Columbia.

4. The Filer's authorized share capital consists of an unlimited number of common shares (Shares).

5. The Filer also has outstanding common share purchase warrants previously exercisable to acquire up to 3,039,600 Shares at a price of $0.35 per Share which warrants expire on June 9, 2011 (the Warrants).

6. No securities of the Filer are listed on a marketplace as defined in National Instrument 21-101 Marketplace Operation. (NI 21-101).

The Arrangement

7. Victoria is a mineral exploration company incorporated pursuant to the laws of British Columbia, and is a reporting issuer in the provinces of British Columbia and Alberta. The common shares of Victoria are listed for trading on the TSX Venture Exchange.

8. On December 18, 2008, pursuant to an arrangement agreement entered into between the Filer and Victoria (the Agreement), Victoria agreed, through a court ordered plan of arrangement (the Arrangement), to acquire all of the issued and outstanding Shares. Pursuant to the Agreement, Victoria agreed to issue 0.5 of one common share of Victoria in exchange for each Share. The Warrants and all outstanding options to acquire Shares of the Filer became exercisable to acquire common shares of Victoria on a similar basis.

Background to Application

9. Prior to consummation of the transactions described above, the Shares were listed for trading on the Toronto Stock Exchange (the TSX).

10. Other than as described above, the Filer has no other securities issued and outstanding.

11. On December 18, 2008 the Shares were delisted from the TSX.

12. The Filer has no current intention to seek public financing by way of an offering of securities.

13. The Filer is applying for relief to cease to be a reporting issuer in all jurisdictions of Canada in which it is currently a reporting issuer.

14. The Filer is not in default of any requirement of the securities legislation in any of the Jurisdictions except for the obligation to file its Annual Information Form and annual financial statements for the period ended December 31, 2008 and its Management Discussion and Analysis in respect of such financial statements, as required under National Instrument 51-102 Continuous Disclosure Obligations and the related certification of such financial statements as required under Multilateral Instrument 52-109 Certification of Disclosure in Filers' Annual and Interim Filings all of which became due on March 31, 2009.

15. All of the Shares are owned by Victoria. Although the Warrants will remain outstanding until their expiry on June 9, 2011, they are no longer exercisable to acquire Shares or other securities of the Filer but rather, pursuant to the Arrangement, are now exercisable to acquire common shares of Victoria.

16. The Filer, upon the grant of the Exemptive Relief Sought, will no longer be a reporting issuer or the equivalent in any jurisdiction in Canada.


Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemptive Relief Sought is granted.

"Blaine Young"
Associate Director, Corporate Finance