Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Application for an order than the issuer is not a reporting issuer under applicable securities laws -- Requested relief granted.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).

(Translation)

February 9, 2009

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

QUÉBEC, ONTARIO, SASKATCHEWAN

AND ALBERTA (THE "JURISDICTIONS")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

GOLDENFRANK RESOURCES INC.

(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 not a reporting issuer (the "decision").

Under the process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):

a) the Autorité des marchés financiers 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 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 was incorporated under the Canada Business Corporations Act on May 11, 2007 under the name Ressources Goldenfrank Inc./ Goldenfrank Resources Inc. The Articles of Incorporation of the Filer were amended on March 13, 2008 to remove the "private issuer" restrictions.

2. The head office of the Filer is located at 300 St-Sacrement Street, Suite 521, Montreal, Quebec.

3. In connection with its initial public offering (the "Offering"), the Filer filed, on August 13, 2008 a final prospectus dated August 12, 2008 (the "Prospectus") with the securities regulatory authorities of the Jurisdictions and British Columbia.

4. Upon issuance of a receipt for the Prospectus on August 13, 2008, the Filer became a reporting issuer in the Jurisdictions and in British Columbia.

5. On November 3, 2008, the Filer filed an amendment to the Prospectus (the "Amended Prospectus") for which a receipt was issued on November 10, 2008 in the Jurisdictions and in British Columbia.

6. The Filer has discontinued the Offering, it has not distributed and has no intention to distribute its securities by prospectus.

7. The Filer has authorized to issue an unlimited number of common shares without par value, of which 14,552,664 are currently outstanding.

8. To the knowledge of the Filer, no trading of its securities has occurred since it filed the Prospectus.

9. The Filer currently has the same security holders as it had prior to filing the Prospectus and the Amended Prospectus.

10 The outstanding securities of the Filer are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdiction in Canada, except in Quebec, where the Filer has 24 security holders.

11 The outstanding securities of the Filer are beneficially owned, directly or indirectly, by less than 41 security holders in Canada.

12 No securities of the Filer are traded on a marketplace as defined in National Instrument 21-101, Marketplace Operation.

13 The Filer is applying for a decision from the Decision Makers that it is not a reporting issuer in the Jurisdictions.

14 The Filer is not in default of any of its obligations under the Legislation as a reporting issuer.

15 On December 16, 2008, the Filer issued and filed a news release announcing that it decided to cancel and postpone the Offering as it will not result in the anticipated issuance of the Filer's securities and that an application was filed with the Jurisdictions to cease to be a reporting issuer.

16. On December 17, 2008, the Filer filed a notice in British Columbia pursuant to the provisions of BC Instrument 11-502, Voluntary Surrender of Reporting Issuer Status to cease to be a reporting issuer. The Filer ceased to be a reporting issuer in British Columbia on December 27, 2008.

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 is granted.

"Alexandra Lee"
Manager Continuous Disclosure
Autorité des marchés financiers