Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- application for a decision that the issuer is not a reporting issuer under applicable securities laws -- issuer in default of its obligation to file and deliver its interim financial statements and related management's discussion and analysis -- requested relief granted.

Applicable Legislative Provisions

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

CSA Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer.

December 23, 2015

IN THE MATTER OF THE SECURITIES LEGISLATION OF ALBERTA AND ONTARIO (THE "JURISDICTIONS") AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF PC GOLD INC. (THE "FILER")

DECISION

Background

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 not a reporting issuer in the Jurisdictions (the "Exemptive Relief Sought").

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

(a) the Ontario 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.

Interpretation

Terms defined in National Instrument 14-101 -- Definitions have the same meaning if used in this decision, unless otherwise defined.

Representations

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

1. The Filer is a company incorporated under the Business Corporations Act (Ontario) and has its head office in Vancouver, British Columbia and its registered office in Toronto, Ontario.

2. The Filer is a reporting issuer in each of the Jurisdictions.

3. Pursuant to a plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement") completed on November 16, 2015, the shareholders of the Filer exchanged the shares of the Filer held by them for shares of First Mining Finance Corp. ("FMF"). As a result of the Arrangement, the Filer became a wholly-owned subsidiary of FMF.

4. Immediately prior to the completion of the Arrangement, the Filer had 111,146,667 common shares issued and outstanding. The Filer has no outstanding securities other than the common shares.

5. The common shares of the Filer, which traded under the symbol "PKL" on the TSX Venture Exchange, were delisted effective at the close of trading on November 18, 2015.

6. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide.

7. No securities of the Filer, 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.

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

9. The British Columbia Securities Commission granted the Filer non-reporting status in British Columbia effective November 30, 2015 pursuant to British Columbia Instrument 11-502 -- Voluntary Surrender of Reporting Issuer Status.

10. The Filer is not in default of any requirement of securities legislation in any jurisdiction, except for the obligation to file in the Jurisdictions its interim financial statements and related management's discussion and analysis for the period ended September 30, 2015, as required under National Instrument 51-102 -- Continuous Disclosure Obligations, and the related certification of such financial statements and management's discussion and analysis, as required under National Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings (collectively, the "Filings"), all of which became due on November 30, 2015.

11. The Filer is not eligible to use the simplified procedure under CSA Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer because it is in default of its obligation to file the Filings.

12. The Filer is applying for a decision that it is not a reporting issuer in all of the jurisdictions of Canada in which it is currently a reporting issuer.

13. Upon the granting of the Exemptive Relief Sought, the Filer will no longer be a reporting issuer or the equivalent thereof in any jurisdiction in Canada.

Decision

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.

"Judith Robertson"
Commissioner
Ontario Securities Commission
 
"Janet Leiper"
Commissioner
Ontario Securities Commission