OSC Rule 13-502 Fees, s. 8.1 -- application from wholly-owned subsidiary of an issuer from requirement to pay participation fees -- subsidiary previously exempted from requirements of National Instrument 51-102 Continuous Disclosure Obligations, National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings and the insider reporting requirements under Part XXI of the related securities legislation and the requirement to file an insider profile under National Instrument 55-102 System for Electronic Disclosure by Insiders -- capitalization of applicant included in capitalization of parent reporting issuer -- relief granted.
Applicable Legislative Provisions
OSC Rule 13-502 Fees, s. 8.1.
IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, C. S.5, AS AMENDED (THE "ACT") AND IN THE MATTER OF AVION GOLD CORPORATION
WHEREAS the Ontario Securities Commission (the Commission) has received an application from Avion Gold Corporation (the Applicant) for an order pursuant to section 8.1 of OSC Rule 13-502 Fees (Rule 13-502) exempting the Applicant from the requirement in section 2.2 of Rule 13-502 to pay participation fees in respect of its fiscal year ended December 31, 2012 (the Exemption Sought);
AND WHEREAS the Applicant has represented to the Commission that:
1. on October 18, 2012, the Applicant was acquired by and became an indirect subsidiary of Endeavour Mining Corporation (Endeavour) by way of a plan of arrangement pursuant to the Business Corporations Act (Ontario), pursuant to which the issued and outstanding common shares of the Applicant were exchanged for: (i) ordinary shares of Endeavour (Ordinary Shares) or (ii) non-voting redeemable preferred shares of the Applicant which are exchangeable for Ordinary Shares (Exchangeable Shares), and all outstanding options of the Applicant were adjusted such that they were exercisable only for Ordinary Shares;
2. as at December 31, 2012, Endeavour's capitalization was $928,373,118, the calculation of which included the securities of Endeavour issued in connection with the acquisition of the Applicant, including the Ordinary Shares underlying the Exchangeable Shares. Based on this capitalization, Endeavour paid $32,850 in participation fees for the fiscal year ended December 31, 2012;
3. on November 7, 2012, the Commission granted the Applicant an exemption from the requirements of National Instrument 51-102 -- Continuous Disclosure Obligations (NI 51-102), National Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings and the insider reporting requirements under Part XXI of the related securities legislation and the requirement to file an insider profile under National Instrument 55-102 -- System for Electronic Disclosure by Insiders (the November 2012 Order);
4. the Applicant continues to comply with the conditions of the November 2012 Order; and
5. the Applicant would have been entitled to rely on an exemption from having to pay participation fees pursuant to subsection 2.6(2) of Rule 13-502 (in effect as at March 31, 2013), but for the requirement in subparagraph 2.6(2)(e), which required the Applicant to be entitled to rely on an exemption from certain specified requirements of NI 51-102 throughout the fiscal year ended December 31, 2012.
AND UPON considering the application and the recommendation of staff of the Commission;
AND UPON being satisfied that to do so would not be prejudicial to the public interest;
IT IS ORDERED pursuant to Section 8.1 of Rule 13-502 that the Exemption Sought is granted.
DATED this 15th day of September, 2015