Leagold Acquisition Corp. II

National Policy 11-206 Process for Cease to be a Reporting Issuer Applications – issuer deemed to be no longer a reporting issuer under securities legislation.

Applicable Legislative Provisions

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

May 28, 2018

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ONTARIO
(the Jurisdiction)

AND

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

AND

IN THE MATTER OF
LEAGOLD ACQUISITION CORP. II
(the Filer)

ORDER

Background

The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (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 passport application):

a)            the Ontario Securities Commission is the principal regulator for this application, and

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

Interpretation

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

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

1.             The Filer is a corporation existing under the Business Corporations Act (Ontario) (the OBCA) and its head office is located at 22 Adelaide Street West, Suite 2020, Toronto, Ontario, M5H 4E3.

2.             Following a plan of arrangement completed by Brio Gold Inc. (Brio) pursuant to section 182 of the OBCA on May 24, 2018 (the Arrangement), the Filer was formed by way of an amalgamation between Leagold Acquisition Corp. II and Brio.

3.             By virtue of Brio being a reporting issuer in each province and territory of Canada, the Filer is a reporting issuer in each province and territory of Canada.

4.             Following the Arrangement, the outstanding securities of Brio were cancelled and 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 less than 51 securityholders in total worldwide.

5.             No securities of the Filer, including debt securities, are traded in Canada or another country on any marketplace as such term is defined in National Instrument 21-101 Marketplace Operation or any other facility bringing together buyers and sellers of securities where trading data is publicly reported.

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

7.             The Filer is not in default of securities legislation in any jurisdiction of Canada.

Order

The principal regulator is satisfied that the order meets the test set out in the Legislation for the principal regulator to make the order.

The decision of the principal regulator under the Legislation is that the Order Sought is granted.

“Winnie Sanjoto”
Manager, Corporate Finance
Ontario Securities Commission