Securities Law & Instruments

Headnote

Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).

Statutes Cited

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 CARLISLE GOLDFIELDS LIMITED (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 common shares (the Common Shares) and an unlimited number of special shares (the Special Shares).

2. The head office of the Applicant is located at 401 Bay Street, Suite 2702, Toronto, Ontario M5H 2Y4.

3. On January 7, 2016, Alamos Gold Inc. (Alamos) acquired all of the issued and outstanding securities of the Applicant by way of a plan of arrangement completed under the OBCA and became the sole beneficial holder of all of the Common Shares of the Applicant.

4. All of the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by the sole securityholder, Alamos. There are no Special Shares issued and outstanding.

5. The Common Shares of the Applicant, which traded under the symbol "CGL" on the Toronto Stock Exchange, were de-listed effective as of the close of trading on January 8, 2016.

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 Applicant voluntarily surrendered its reporting issuer status in British Columbia on January 11, 2016 and the British Columbia Securities Commission confirmed the Applicant's non-reporting issuer status in British Columbia effective January 22, 2016.

8. The Applicant is a reporting issuer, or the equivalent, in Alberta, Saskatchewan, Manitoba and Ontario (the Jurisdictions).

9. The Applicant is not in default of any requirements of the securities legislation in any of the Jurisdictions.

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

11. On January 11, 2016, the Applicant made an application to the Commission, as principal regulator on behalf of the securities regulatory authorities in the Jurisdictions, for a decision that the Applicant is not a reporting issuer in the Jurisdictions (the Reporting Issuer Relief).

12. Upon the granting of the Reporting Issuer Relief, 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 on this 26th day of January, 2016.

"Anne Marie Ryan"
Commissioner
Ontario Securities Commission
 
"Judith N. Robertson"
Commissioner
Ontario Securities Commission