Avion Gold Corporation – s. 1(6) of the OBCA

Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).

Statutes Cited

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
AVION GOLD CORPORATION
(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 subsection 1(1) of the OBCA.

2.             The Applicant has its head office at Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008.

3.             Pursuant to articles of continuance of the Applicant dated June 14, 2011, the Applicant is a corporation continued under the laws of the Province of Ontario.

4.             The Applicant has an authorized capital consisting of an unlimited number of common shares and an unlimited number of non-voting redeemable preferred exchangeable shares (the “Exchange-able Shares”).

5.             In connection with a plan of arrangement (the "Arrangement") between Endeavour Mining Corporation (the “Parent”), the Applicant, Endea-vour Gold Corporation ("Endeavour Gold") and 0947263 B.C. Unlimited Liability Company completed on October 18, 2012, which the Applicant's shareholders approved by special resolution, the Parent, through its wholly-owned subsidiary Endeavour Gold, acquired all of the issued and outstanding common shares of the Applicant.

6.             In connection with the Arrangement, the Applicant’s shareholders received either ordinary shares in the Parent or Exchangeable Shares of the Applicant. The Exchangeable Shares are exchangeable for ordinary shares of the Parent in accordance with the terms of the Arrangement.

7.             On or about December 27, 2017 (the “Redem-ption Date”), the Parent, through Endeavour Gold, redeemed all of the remaining outstanding Exchangeable Shares of the Applicant (the “Remaining Exchangeable Shares”). On the Redemption Date, holders of Remaining Exchangeable Shares received 0.10 ordinary shares of the Parent in exchange for each Remaining Exchangeable Share (the “Redem-ption”).

8.             As a result of the Redemption, the Applicant has no outstanding securities, including debt securities, other than the Common Shares.

9.             All of the issued and outstanding Common Shares are beneficially owned, directly or indirectly, by the Parent.

10.          The Applicant has no intention to seek public financing by way of an offering of securities.

11.          On December 20, 2018, the Applicant was granted an order (the “December Order”) that it is not a reporting issuer in Ontario pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario), and is not a reporting issuer or the equivalent in any other jurisdiction of Canada in accordance with the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications. The repre-sentations set out in the December Order continue to be true.

AND UPON the Commission being satisfied that 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 is deemed to have ceased to be offering its securities to the public.

DATED at Toronto on this 22nd day of January 2019.

“Lawrence Haber”
Commissioner
Ontario Securities Commission

“Janet Leiper”
Commissioner
Ontario Securities Commission