Securities Law & Instruments


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

Applicable Legislative Provisions

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

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


(the “Applicant”)

(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 com-mon shares (the “Shares”). The Applicant has no outstanding securities, including debt securities, other than the Shares.

2.             The head office of the Applicant is located at 141 Adelaide St. West, Suite 301, Toronto, ON M5C 2X8.

3.             On May 27, 2016, an amalgamation was carried out pursuant to Section 175 of the OBCA and was effected in accordance with a master agreement entered into among the Applicant, Nighthawk Gold Corp. (“Nighthawk”) and 2504106 Ontario Inc., a wholly-owned subsidiary of Nighthawk (“NumCo”) dated May 27, 2016, pursuant to which the Applicant and NumCo amalgamated and the resulting entity became a wholly-owned subsidiary of Nighthawk (the “Amalgamation”).

4.             As of the date of this order, all of the issued and outstanding Shares are beneficially owned by Nighthawk.

5.             The Shares were delisted from the TSX Venture Exchange on May 30, 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 a decision made on September 26, 2016 by the Commission, the Applicant ceased to be a reporting issuer in the provinces of British Columbia, Alberta and Ontario (the “Jurisdictions”). As a result, the Applicant is not a reporting issuer or equivalent in any jurisdiction in Canada.

8.             The Applicant is not in default of any of the applicable requirements under the legislation of each Jurisdiction.

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

                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 30th day of September, 2016.

“Edward P. Kerwin”
Ontario Securities Commission

“Anne Marie Ryan”
Ontario Securities Commission