Headnote National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – application for an order that the issuer is not a reporting issuer under applicable securities laws – requested order granted.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c.S.5, as am., ss.1(10)(a)(ii) CSA Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer
December 1, 2011
In the Matter of
the Securities Legislation of Alberta and Ontario
(the "Jurisdictions")
And
In the Matter of the Process for Exemptive
Relief Applications in Multiple Jurisdictions and In the Matter of
Pediment Gold Corp. (the "Filer")
DECISION
Background
The securities regulatory authority or regulator in each of the Jurisdictions (the "Decision Maker") has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the "Legislation") that the Filer is deemed to have ceased to be a reporting issuer (the "Decision Sought").
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.
Interpretation
Terms defined in National Instrument 14-101 Definitions and MI 11-102 Passport System have the same meaning if used in this decision, unless otherwise defined.
Representations
This decision is based on the following facts represented by the Filer:
1. The Filer is a corporation governed by the Business Corporations Act (British Columbia) with its registered address located at 3000 Royal Centre, PO Box 11130, 1055 West Georgia Street, Vancouver, British Columbia, V6E 3R3.
2. The Filer is a reporting issuer in the provinces of Alberta and Ontario.
3. The Filer's authorized share capital consists of an unlimited number of common shares ("Shares").
4. No securities of the Filer are listed on a marketplace as defined in National Instrument 21-101 Marketplace Operation. (“NI 21-101”).
The Arrangement
5. Argonaut Gold Inc. (“Argonaut”) is an exploration company incorporated pursuant to the laws of the province of Ontario, and is a reporting issuer in the provinces of British Columbia and Alberta. The common shares of Argonaut are listed for trading on the Toronto Stock Exchange (TSX).
6. On October 18, 2010, pursuant to a business combination agreement entered into between the Filer and Argonaut (the “Agreement”), Argonaut agreed, through a court ordered plan of arrangement (the “Arrangement”), to acquire all of the issued and outstanding Shares. Pursuant to the Agreement, Argonaut agreed to issue 0.625 one common share of Argonaut in exchange for each Share.
Background to Application
7. Prior to consummation of the transactions described above, the Shares were listed for trading on the TSX under the symbol "PEZ". Such Shares were delisted on the close of business on February 1, 2011.
8. Other than as described above, the Filer has no other securities issued and outstanding.
9. The Filer has no current intention to seek public financing by way of an offering of securities.
10. The Filer is applying to cease to be a reporting issuer in all jurisdictions of Canada in which it is currently a reporting issuer. The Filer ceased to be a reporting issuer in British Columbia as of February 28, 2011.
11. The Filer is not in default of any requirement of the securities legislation in any of the Jurisdictions except for the obligation arising after Argonaut came to be the issuer’s sole shareholder pursuant to the Arrangement to file its interim financial statements and its management discussion and analysis for the periods ending December 31, 2010, March 30, 2011 and June 30, 2011, as required under National Instrument 51-102, Continuous Disclosure Obligations and the related certification of such financial statements as required under Multilateral Instrument 52-109 - Certification of Disclosure in Filers' Annual and Interim Filings.
12. All of the Shares are owned by Argonaut. Therefore, the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions in Canada and fewer than 51 security holders in total in Canada.
13. The Filer, upon the grant of the Decision Sought, will no longer be a reporting issuer or the equivalent in any jurisdiction in Canada.
Decision
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Decision Sought is granted.
“Paulette Kennedy” “James Turner”
Commissioner Vice-Chair