Migao 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
MIGAO 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 having represented to the Commission that:

1.             The Applicant is incorporated under the OBCA, is an “offering corporation”, as defined therein, and has an authorized capital consisting of an unlimited number of common shares (the “Common Shares”).

2.             The head office of the Applicant is located at 1300 – 1500 West Georgia Street, Suite 1500, Vancouver, British Columbia, V6G 2Z6.

3.             On September 6, 2016, the Applicant completed the previously announced statutory plan of arrangement (the “Plan of Arrangement”) under section 182 of the Business Corporations Act (Ontario), pursuant to which 2521416 Ontario Inc., a corporation wholly owned by the Chief Executive Officer of the Applicant, and its affiliates became the only securityholders of the Applicant.

4.             As a result of the completion of the Plan of Arrangement, all of the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide. The Applicant has no other outstanding securities, including debt securities, aside from the Common Shares.

5.             The common shares of the Applicant were de-listed (the “De-listing”) from the Toronto Stock Exchange on September 9, 2016.

6.             Following the De-listing, no securities of the Applicant, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 – Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

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

8.             Pursuant to a decision made on October 13, 2016, by the British Columbia Securities Commission, as principal regulator, and the Commission, the Applicant has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is currently a reporting issuer.

9.             The Applicant is not in default of any of the applicable requirements under the legislation.

AND UPON the Commission being satisfied that to grant this order 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 at Toronto, Ontario on this 18th day of October, 2016.

“Janet Leiper”
Commissioner
Ontario Securities Commission

“Judith Robertson”
Commissioner
Ontario Securities Commission