Securities Law & Instruments

Headnote

Filer deemed to have ceased to be offering its securities to the public under the OBCA.

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 (ONTARIO),
R.S.O. 1990, c. B.16, AS AMENDED
(the OBCA)

AND

IN THE MATTER OF
ASTON HILL SENIOR GOLD PRODUCERS
INCOME CORP.
(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 representing to the Commission that:

1. The Applicant is an "offering corporation" as defined in the OBCA, and has an authorized capital consisting of an unlimited number of class A shares and an unlimited number of common shares.

2. The head office of the Applicant is located at 77 King Street West, Suite 2110, Toronto, Ontario M5K 1G8.

3. Pursuant to a reorganization that was approved at a special meeting of shareholders on March 22, 2013, the Applicant merged into Aston Hill Global Resource & Infrastructure Fund on April 5, 2013.

4. As of the date of this decision, the Applicant no longer has any outstanding securities or securityholders.

5. The securities were de-listed from the TSX effective as of March 28, 2013 and are not listed on any other stock exchange or traded over the counter in Canada or elsewhere.

6. No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

7. The Applicant submitted its Voluntary Surrender of Reporting Issuer Status to the British Columbia Securities Commission on May 17, 2013 and the Applicant ceased to be a reporting issuer in British Columbia on or before May 27, 2013. The Applicant was granted an order on July 10, 2013 that it is not a reporting issuer in Ontario pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario) and is not a reporting issuer or the equivalent in any other jurisdiction in Canada in accordance with the simplified procedure set out in OSC Staff Notice 12-307 Application for Decision that an Issuer is not a Reporting Issuer.

8. The Applicant has no intention to make a public offering of securities. In the future, it may only offer securities to qualified investors on an exempt basis pursuant to available prospectus exemptions.

9. The Applicant is not a reporting issuer or equivalent in any jurisdiction of Canada.

    AND UPON the Commission being satisfied to do so 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 be deemed to have ceased to be offering its securities to the public for the purpose of the OBCA.

    DATED at Toronto on this 16th day of July, 2013.

"Judith Robertson"
Commissioner
Ontario Securities Commission
 
"James Carnwath"
Commissioner
Ontario Securities Commission