Amarillo Gold Corporation – s. 1(11)(b)

Order

Headnote

Subsection 1(11)(b) – Order that the issuer is a reporting issuer for the purposes of Ontario securities law – Issuer is already a reporting issuer in British Columbia and Alberta – Issuer's securities listed for trading on the TSX Venture Exchange – Continuous disclosure requirements in British Columbia and Alberta are substantially the same as those in Ontario – Issuer has a significant connection to Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).

 

IN THE MATTER OF

THE SECURITIES ACT,

RSO 1990, c. S. 5, AS AMENDED

(the Act)

 

AND

 

IN THE MATTER OF

AMARILLO GOLD CORPORATION

(the Applicant)

 

ORDER

(Section 1(11)(b))

                UPON the application of the Applicant to the Ontario Securities Commission (the “Commission”) for an order pursuant to Section 1(11)(b) of the Act that, for the purposes of Ontario securities law, the Applicant is a reporting issuer in Ontario;

                AND UPON considering the application and the recommendation of the staff of the Commission;

                AND UPON the Applicant having represented to the Commission as follows:

1.             The Applicant is a company incorporated under the Business Corporations Act (British Columbia), with its registered office located at 725 Granville Street, Suite 400, Vancouver, BC, V7Y 1G5 and its head office located at 82 Richmond Street East, Suite 201, Toronto, ON, M5C 1P1.

 

2.             The authorized share capital of the Applicant consists of an unlimited number of common shares (the “Common Shares”) and preferred shares, of which 114,455,208 Common Shares are issued and outstanding as of the date hereof.

 

3.             The Applicant has been a reporting issuer under the Securities Act (British Columbia) (the “BC Act”) since May 8, 1984 and a reporting issuer under the Securities Act (Alberta) (the “AB Act”) since December 31, 2004.

 

4.             The Applicant is not currently a reporting issuer in any jurisdiction other than British Columbia and Alberta. The British Columbia Securities Commission is the Applicant’s current principal regulator and will continue to act as such after the Applicant becomes a reporting issuer in Ontario.

 

5.             The Applicant is not on the lists of defaulting reporting issuers maintained pursuant to the BC Act or the AB Act, and is not in default of any requirement of either the BC Act or the AB Act or the rules and regulations made thereunder.

 

6.             The continuous disclosure requirements of the BC Act and the AB Act are substantially the same as the continuous disclosure requirements under the Act.

 

7.             The continuous disclosure documents filed by the Applicant under the BC Act and the AB Act are available on the System for Electronic Document Analysis and Retrieval (“SEDAR”). The Applicant’s first electronic filing on SEDAR occurred on November 5, 1997.

 

8.             The Common Shares are listed and posted for trading on the TSX Venture Exchange (the “Exchange”) under the trading symbol “AGC”. The Common Shares are also currently traded on the OTCQB in the United States under the stock symbol “AGCBF” and Alpha under the symbol “AGC”. 

 

9.             The Applicant is not in default of any of the rules, regulations or policies of the Exchange.

 

10.          Pursuant to the policies of the TSX-V, a listed-issuer, which is not otherwise a reporting issuer in Ontario, must assess whether it has a “significant connection to Ontario” (as defined in the policies of the TSX-V) and, upon becoming aware that it has a significant connection to Ontario, promptly make a bona fide application to the Commission to be deemed a reporting issuer in Ontario.

 

11.          The Applicant has determined that it has a significant connection to Ontario. Following the Applicant’s most recent shareholders meeting, which was held on September 12, 2018, two of the six members of the Applicant’s board of directors are Ontario residents, representing one-third of the Applicant’s directors. All of the Applicant’s senior officers, being the President and Chief Executive Officer, the Executive Chairman and the Chief Financial Officer and Corporate Secretary, are currently residents of Ontario.

 

12.          The Applicant does not have a shareholder which holds sufficient securities of the Applicant to affect materially the control of the Applicant.

 

13.          Neither the Applicant nor any of its officers or directors, has:

 

(a)           been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;

 

(b)           entered into a settlement agreement with a Canadian securities regulatory authority; or

 

(c)           been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

 

14.          Neither the Applicant nor any of its officers or directors, is or has been subject to:

 

(a)           any known ongoing or concluded investigations by:

 

(i)            a Canadian securities regulatory authority; or

 

(ii)           a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

 

(b)           any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or appointment of a receiver, receiver manager or trustee, within the preceding 10 years.

 

15.          None of the officers or directors of the Applicant, is or has been at the time of such event an officer or director of any other issuer which is or has been subject to:

 

(a)           any cease trade order or similar order, or order that denied access to any exemptions under Ontario securities law, for a period more than 30 consecutive days, within the preceding 10 years; or

 

(b)           any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

 

                AND UPON the Commission being satisfied that granting this Order would not be prejudicial to the public interest;

                IT IS HEREBY ORDERED pursuant to Section 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities laws.

                DATED at Toronto, Ontario on this 28th day of November 2018.

“Michael Balter”

Manager, Corporate Finance

Ontario Securities Commission