Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions - 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 legislation - Relief granted.

Applicable Legislative Provisions

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

Citation: Major Gold Ltd., Re, 2009 ABASC 474

October 2, 2009

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

MAJOR GOLD LTD. (THE FILER)

 

DECISION

Background

The securities regulatory authority or regulator 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 not a reporting issuer in the Jurisdictions (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 principle 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 in British Columbia on December 12, 2005 under the Business Corporations Act (British Columbia) as "Major Gold Ltd.".

2. The Filer's head office is at 12439 Klassen Place, Maple Ridge, BC V2X 8P3.

3. A director of the Filer resides in Alberta.

4. The Filer became a reporting issuer in the provinces of British Columbia, Alberta, and Ontario on August 29, 2008 by way of receipted prospectus (the Prospectus). The financing for this Prospectus did not complete and it expired after 90 days. No securities were ever issued under this Prospectus.

5. The Filer is no longer a reporting issuer in British Columbia. The only other jurisdictions where the Filer is a reporting issuer are Alberta and Ontario. The Filer has provided the notice contemplated by British Columbia Instrument 11-502 Voluntary Surrender of Reporting Issuer Status to the British Columbia Securities Commission. Pursuant to such Instrument, the Filer ceased to be a reporting issuer in British Columbia on May 8, 2009.

6. The Filer has no current intention to seek public financing by way of an offering of securities.

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

8. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada, except in British Columbia, where the Filer has 25 security holders, and less than 51 security holders in total in Canada.

9. The Filer has 44 security holders including 6 that are directors.

10. The Filer is not in default of any of its obligations as a reporting issuer under the Act except for its obligation to file: the annual financial statements for the year ended December 31, 2008 and its Management Discussion and Analysis in respect of such annual financial statements as required under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and the related certification for such annual financial statements as required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109); and the interim financial statements for each of the periods ended March 31, 2009 and June 30, 2009 and its Management Discussion and Analysis in respect of each such interim financial statements as required under NI 51-102 and the related certification for each such interim financial statements as required under NI 52-109 (collectively, the Disclosure Documents).

11. The Filer is not currently listed on the Toronto Stock Exchange or any other stock exchange and is not trading Over-The-Counter. As such, none of the Filer's securities are listed or traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.

12. The Filer will not be a reporting issuer or the equivalent in any jurisdiction in Canada immediately following the granting of the Requested Relief.

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
Alberta Securities Commission