Argonaut Capital Ltd. - s. 1(10)

Decision

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.

Ontario Statutes

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

Citation: Argonaut Capital Ltd., Re, 2008 ABASC 659

November 28, 2008

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

ARGONAUT CAPITAL LTD.

(the Filer)

 

DECISION

Background

The securities regulatory authority or regulators in each of the Jurisdictions (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 Exemptive Relief Sought).

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

(a) the Alberta Securities Commission is the principal regulator for this application; and

(b) the decision is the decision of the principal regulator and evidences the decisions 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 is a company incorporated under the Business Corporations Act (British Columbia) (the BCCA) and its head office is located in British Columbia. The Filer was incorporated under the BCCA on December 19, 2007 as "Argonaut Capital Ltd.".

2. The authorized share capital of the Filer consists of an unlimited number of common shares without nominal or par value.

3. The Filer's outstanding securities, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total in Canada.

4. A prospectus was filed under Multilateral Instrument 11-102 Passport System in Alberta however the Filer will not be proceeding with its initial public offering due to current market conditions. The Filer is applying for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer.

5. The Filer is a currently a reporting issuer in Alberta and Ontario. The Filer has filed a notice under BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status with the British Columbia Securities Commission and ceased to become a reporting issuer in British Columbia on November 6, 2008.

6. The Filer is not in default of its obligations under the Legislation as a reporting issuer, except for failure to set up a SEDI profile.

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

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 Exemptive Relief Sought is granted.

"Blaine Young"
Associate Director, Corporate Finance