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
AUGUSTINE VENTURES INC.
(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).

2.             The head office of Applicant is located at 1001-145 Wellington Street West, Toronto, Ontario, M5J 1H8.

3.             On February 3, 2017, Red Pine Exploration Inc. (Red Pine) acquired all of the issued and outstanding Common Shares pursuant to a plan of arrangement under the OBCA (the Arrangement). As a result, Red Pine became the sole holder of all of the Common Shares.

4.             The Arrangement was approved by shareholders of the Applicant at the annual and special meeting of shareholders of the Applicant held on January 20, 2017.

5.             The Arrangement was approved by the Ontario Superior Court of Justice (Commercial List) on February 1, 2017.

6.             As of the date of this decision, all of the outstanding securities of the Applicant, including
debt securities, are beneficially owned, directly or indirectly, by a sole securityholder, Red Pine.

7.             The Common Shares have been de-listed from the Canadian Securities Exchange, effective as of the close of trading on February 6, 2017.

8.             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.

9.             The Applicant applied to the Commission, as principal regulator on behalf of the securities regulatory authorities in the provinces of Ontario, Alberta and Nova Scotia (collectively, the Jurisdictions), for a decision that the Applicant is not a reporting issuer in the Jurisdictions in accordance with the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (the Order). The Order was granted on March 24, 2017.

10.          The Applicant is not a reporting issuer in any jurisdiction of Canada.

11.          The Applicant is not in default of securities legislation in the Jurisdictions.

12.          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 24th day of March, 2017.

“Philip Anisman”
Commissioner
Ontario Securities Commission

“Ann Marie Ryan”
Commissioner
Ontario Securities Commission