Securities Law & Instruments


Subsection 1(6) of the Business Corporations Act (Ontario) -- application for an order that the issuer is deemed to have ceased to be offering its securities to the public -- the applicant is a wholly owned subsidiary of another issuer as a result of a plan of arrangement under the Business Corporations Act (Ontario).

Statutes Cited

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


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 common shares (the "Common Shares").

2. The Applicant's head office is located at 1805 -- 925 West Georgia Street, Vancouver, British Columbia, V6C 3L2.

3. As of July 7, 2015, First Mining Finance Corp. acquired 100% of the issued and outstanding Common Shares pursuant to a plan of arrangement.

4. The Common Shares have been de-listed from the TSX Venture Exchange, effective as of the close of trading on July 10, 2015.

5. Other than the Common Shares held by First Mining Finance Corp., the Applicant has no other securities outstanding, including debt securities.

6. 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.

7. Pursuant to BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status, the British Columbia Securities Commission confirmed the Applicant's non-reporting issuer status in British Columbia effective July 27, 2015.

8. The Applicant is a reporting issuer, or the equivalent, in Alberta and Ontario.

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

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

11. On July 16, 2015, the Applicant made an application to the Ontario Securities Commission, as principal regulator on behalf of the securities regulatory authorities in Alberta and Ontario, for a decision that the Applicant is not a reporting issuer in Alberta and Ontario (the "Reporting Issuer Requested Relief").

12. Upon the granting of the Reporting Issuer Relief Requested, the Applicant will not be a reporting issuer or equivalent in any jurisdiction of Canada.

AND UPON the Commission being satisfied that 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 this 21st day of August, 2015.

"Deborah Leckman"
Ontario Securities Commission
"William Furlong"
Ontario Securities Commission