RX Gold & Silver Inc. -- s. 1(6) of the OBCA

Headnote

Filer deemed to have ceased to be offering its securities to the public under the OBCA.

Applicable Legislative Provisions

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

RX GOLD & SILVER 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:

(a) the Applicant is an "offering corporation" as defined in the OBCA and has an authorized capital of an unlimited number of common shares ("Common Shares");

(b) the head office of the Applicant is located at 145 King Street West, Suite 1220, Toronto, Ontario, M5H 1J8;

(c) on August 13, 2012, pursuant to a plan of arrangement under the OBCA, each of the Common Shares was exchanged for 0.109 of a common share of U.S. Silver & Gold Inc. ("U.S. Silver & Gold") and as a result, U.S. Silver & Gold became the sole holder of all of the issued and outstanding Common Shares;

(d) as of the date of this decision, all of the outstanding securities of the Applicant, including debt securities, which are beneficially owned, directly or indirectly, are held by U.S. Silver & Gold as sole securityholder;

(e) the Common Shares were delisted from the TSX Venture Exchange and the OTCQX International as of the close of business on August 14, 2012;

(f) no securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 -- Marketplace Operation;

(g) the Applicant has no intention to seek public financing by way of an offering of securities;

(h) the Applicant is a reporting issuer or equivalent in the provinces of Ontario, Alberta and British Columbia (the "Jurisdictions") and is not in default of any of its obligations under the legislation in each of the Jurisdictions as a reporting issuer; and

(i) the Applicant has applied for relief to cease to be a reporting issuer in each of the Jurisdictions and upon the grant of the requested relief will not be a reporting issuer or equivalent in any jurisdiction of Canada.

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 August 28, 2012