PC Gold Inc. – s. 1(6) of the OBCA

Headnote

Applicant deemed to have ceased to be offering its securities to the public under the OBCA.

Applicable Legislative Provisions

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 PC GOLD INC. (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 representing to the Commission that:

1. The Applicant is an "offering corporation" as defined in the OBCA, and has an authorized capital consisting of an unlimited number of common shares (the "Common Shares").

2. The Applicant has its head office at 1805 - 925 West Georgia Street, Vancouver, British Columbia, V6C 3L2 and its registered office at 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7.

3. Pursuant to a plan of arrangement under the OBCA (the "Arrangement") completed on November 16, 2015, the shareholders of the Applicant exchanged the shares of the Applicant held by them for shares of First Mining Finance Corp. ("FMF"). As a result of the Arrangement, the Applicant became a wholly-owned subsidiary of FMF.

4. The Applicant has no outstanding securities other than the Common Shares.

5. The Common Shares of the Applicant, which traded under the symbol "PKL" on the TSX Venture Exchange, were delisted effective at the close of trading on November 18, 2015.

6. 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. Pursuant to BC Instrument 11-502 -- Voluntary Surrender of Reporting Issuer Status, the British Columbia Securities Commission confirmed the Applicant's non-reporting issuer status in British Columbia effective November 30, 2015.

8. The Applicant is a reporting issuer, or the equivalent, in Alberta and Ontario (the "Jurisdictions")

9. The Applicant is not in default of any requirement of securities legislation in any jurisdiction, except for the obligation to file in the Jurisdictions its interim financial statements and related management's discussion and analysis for the period ended September 30, 2015, as required under National Instrument 51-102 -- Continuous Disclosure Obligations, and the related certification of such financial statements and management's discussion and analysis, as required under National Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings (collectively, the "Filings"), all of which became due on November 30, 2015.

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

11. On November 26, 2015 the Applicant made an application to the Ontario Securities Commission, as principal regulator on behalf of the securities regulatory authorities in the Jurisdictions, for a decision that the Applicant is not a reporting issuer in the Jurisdictions (the "Reporting Issuer Requested Relief").

12. Upon the granting of the Reporting Issuer Relief Requested, the Applicant will not be a reporting issuer or equivalent in any jurisdiction of Canada.

AND UPON the Commission being satisfied that to do so 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 on this 22nd day of December, 2015.

"Janet Leiper"

Commissioner

Ontario Securities Commission

 

"Judith Robertson"

Commissioner

Ontario Securities Commission