Contact Gold Corp.

Order

Headnote

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Following an arrangement, all of the issuer's common shares were acquired by another company that is a reporting issuer and in compliance with its continuous disclosure obligations; the issuer has convertible securities that are beneficially owned by more than 15 persons in a jurisdiction in Canada; the convertible securities are exercisable for securities of the acquirer or redeemable based on the value of the shares of the acquirer; the issuer is not required under the terms of the convertible securities to provide any continuous disclosure to the holders of the convertible securities or to remain a reporting issuer; the issuer is not required under the terms of the convertible securities to provide any continuous disclosure to the holders of the convertible securities or to remain a reporting issuer; the issuer is not in default of securities legislation except it has not filed certain continuous disclosure documents.

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Securities Act s. 88 -- Cease to be a reporting issuer in BC -- The securities of the issuer are beneficially owned by not more than 50 persons and are not traded through any exchange or market -- Following an arrangement, all of the issuer's common shares were acquired by another company that is a reporting issuer and in compliance with its continuous disclosure obligations; the issuer has convertible securities that are beneficially owned by more than 15 persons in a jurisdiction of Canada; the convertible securities are exercisable for securities of the acquirer or redeemable based on the value of the shares of the acquirer; the issuer is not required under the terms of the convertible securities to provide any continuous disclosure to the holders of the convertible securities or to remain a reporting issuer; the issuer is not required under the terms of the convertible securities to provide any continuous disclosure to the holders of the convertible securities or to remain a reporting issuer; the issuer is not in default of securities legislation except it has not filed certain continuous disclosure documents.

Applicable Legislative Provisions

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

Citation: 2024 BCSECCOM 220

May 15, 2024

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA AND ONTARIO
(the Jurisdictions)

AND

IN THE MATTER OF
THE PROCESS FOR CEASE TO BE
A REPORTING ISSUER APPLICATIONS

AND

IN THE MATTER OF
CONTACT GOLD CORP.
(the Filer)

ORDER

Background

¶1 The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).

Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):

(a) the British Columbia Securities Commission is the principal regulator for this application,

(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, Manitoba, Saskatchewan, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Nunavut and Yukon, and

(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

¶2 Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.

Representations

¶3 This order is based on the following facts represented by the Filer:

1. the Filer is a corporation existing under the laws of British Columbia with its head office located in Vancouver, British Columbia;

2. the Filer is a reporting issuer under the securities legislation in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Nunavut and Yukon;

3. the Filer's authorized share capital consists of an unlimited number of common shares (the Filer Common Shares); prior to the Effective Time (as defined below), the Filer had the following securities issued and outstanding: (i) 352,525,806 Filer Common Shares; (ii) 14,699,266 deferred share units (Filer DSUs); (iii) 280,000 restricted share units (Filer RSUs); (iv) 9,087,500 stock options (Filer Options); and (v) and 50,000,000 Filer Common Share purchase warrants, each without vesting requirements, having an exercise price of $0.05 per Filer Common Share and expiring at 5:00 p.m. (Vancouver time) on February 23, 2026 (Filer Warrants);

4. the Filer Common Shares were listed on the TSX Venture Exchange (the TSXV) under the symbol "C" prior to the close of trading on April 30, 2024 and were listed on the OTCQB Venture Market (the OTCQB) under the symbol "CGOLF" prior to the opening of the OTCQB on May 1, 2024;

5. Orla Mining Ltd. (Orla) is a corporation existing under the federal law of Canada and a reporting issuer or the equivalent in all of the provinces and territories of Canada; the common shares of Orla (Orla Common Shares) are listed and trade on the Toronto Stock Exchange under the symbol "OLA" and on the NYSE American under the symbol "ORLA";

6. on February 25, 2024, the Filer entered into an arrangement agreement with Orla, to complete a transaction by way of a statutory plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the Arrangement); under the Arrangement, Orla acquired all of the issued and outstanding Filer Shares and the Filer became a wholly-owned subsidiary of Orla;

7. in the management information circular (the Circular) of the Filer dated March 20, 2024 with respect to the special meeting (the Meeting) of the holders of Filer Common Shares (Filer Shareholders) and Filer Options (Filer Optionholders, and together with the Filer Shareholders, the Filer Securityholders) held on April 23, 2024, the Filer disclosed that it will make an application to seek to have the Filer cease to be a reporting issuer in each of the jurisdictions of Canada in which it is a reporting issuer;

8. in connection with the Arrangement and the Meeting, and in accordance with the interim order (the Interim Order) granted by the Supreme Court of British Columbia (the Court) on March 20, 2024, the Circular was delivered to the Filer Securityholders and the holders of the Filer DSUs, the Filer RSUs and the Filer Warrants;

9. the special resolution in respect of the Arrangement (the Arrangement Resolution) was approved by the requisite majority in accordance with the Interim Order;

10. on April 25, 2024, the final order approving the Arrangement was granted by the Court;

11. the Arrangement became effective at 12:01 a.m. (Vancouver time) (the Effective Time) on April 29, 2024 (the Effective Date);

12. under the Plan of Arrangement, at the Effective Time on the Effective Date:

(a) all of the Filer DSUs and Filer RSUs were deemed to be unconditionally vested, assigned and transferred to the Filer in exchange for an aggregate amount of cash payment to holders thereof, and cancelled;

(b) all of the Filed Options were deemed to be unconditionally vested and exercisable, assigned and transferred to the Filer in exchange for an aggregate amount of cash payment in respect of only the in-the-money Filed Options, and cancelled; and

(c) all of the Filer Common Shares were exchanged for Orla Common Shares on a 1-to-0.0063 basis;

13. in accordance with the terms of the Filer Warrants, upon the completion of the Arrangement, all holders of the Filer Warrants (Filer Warrantholders) became entitled to receive, and Orla became obligated to issue, upon exercise of such Filer Warrants, such number of Orla Common Shares which the Filer Warrantholders would have been entitled to receive if the Filer Warrantholders had exercised their Filer Warrants immediately prior to the Effective Time; for certainty, from the Effective Time, the Filer Warrants represent the right to receive Orla Common Shares and not Filer Common Shares; each Filer Warrant will continue to be governed by and be subject to the terms of the applicable warrant certificate, subject to any supplemental exercise documents issued by Orla to the Filer Warrantholders and the payment of the corresponding portion of the exercise price with each of them; the Filer is not required under the terms of the applicable warrant certificate to provide any continuous disclosure to the Filer Warrantholders;

14. the Filer Warrants are not listed on any stock exchange for trading and will not be listed;

15. the Filer is not required to remain a reporting issuer in any jurisdiction under any contractual arrangement between the Filer and the Filer Warrantholders;

16. the Filer Common Shares were delisted from the TSXV effective as at the close of trading on April 30, 2024 and were removed from the OTCQB effective prior to the opening of the OTCQB on May 1, 2024, and are no longer available for trading; as of May 1, 2024, the "CGOLF" ticker symbol has been deleted;

17. the Filer is not in default of its obligations as a reporting issuer under the securities legislation of any jurisdiction, except that the Filer has not filed its annual financial statements, accompanying management's discussion and analysis and certification of annual filings for the year ended December 31, 2023 by April 29, 2024 (the Financial Statement Default);

18. according to the Filer's records, there are a maximum of 22 Filer Warrantholders, of which 18 are in British Columbia, one is in Ontario, one is in Alberta, one is in the United States and one is in Belgium.

19. the Filer is not eligible to use the simplified procedure under section 19 of National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (NP 11-206) because of the Financial Statement Default and that the outstanding Filer Warrants are not beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada; the Filer is not eligible to use the modified procedure under section 20 of NP 11-206 because, among other things, it is not incorporated or organized under the laws of a foreign jurisdiction;

20. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;

21. 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;

22. the Filer has no intention to seek public financing by way of an offering of securities and has no intention of issuing any securities;

23. the Filer is applying for an order that it has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer; and

24. upon granting of the Order Sought, the Filer will not be a reporting issuer or the equivalent in any jurisdiction of Canada.

Order

¶4 Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.

The decision of the Decision Makers under the Legislation is that the Order Sought is granted.

"Noreen Bent"
Chief, Corporate Finance Legal Services
British Columbia Securities Commission

OSC File #: 2024/0207