Trelawney Augen Acquisition Corp. -- 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
TRELAWNEY AUGEN ACQUISITION CORP.
(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 (i) common shares (Common Shares) and (ii) redeemable preferred shares (Preferred Shares).
2. The head office of Applicant is located at 130 King Street West, Suite 2810, Toronto, Ontario, M5X 1A6.
3. The Applicant is a wholly-owned subsidiary of Trelawney Mining and Exploration Inc. ("Trelawney").
4. On June 21, 2012, IAMGOLD Corporation (IAMGOLD) completed the acquisition of all of the issued and outstanding common shares of Trelawney through a court-approved plan of arrangement under the OBCA (the Arrangement).
5. As of the date of this decision, all of the outstanding securities of the Applicant which are beneficially owned, directly or indirectly, are held by a sole securityholder, Trelawney.
6. The Common Shares and Preferred Shares are not listed on any stock exchange or traded over the counter in Canada or elsewhere.
7. No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.
8. The Applicant is a reporting issuer, or the equivalent, in all of the jurisdictions in Canada in which it is currently a reporting issuer and to its knowledge is currently not in default of any of the applicable requirements under the legislation. The Applicant has applied for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer (the Relief Requested).
9. The Applicant has no intention to seek public financing by way of an offering of securities.
10. Upon the grant of the Relief Requested, the Applicant 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 this 17th day of August, 2012.