Leagold Acquisition Corp. II – s. 1(6) of the OBCA

Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).

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
LEAGOLD ACQUISITION CORP. II (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 a corporation existing under the OBCA.

2.             Following a plan of arrangement completed by Brio Gold Inc. (Brio) pursuant to section 182 of the OBCA on May 24, 2018 (the Arrangement), the Applicant was formed by way of an amalgamation between Leagold Acquisition Corp. II and Brio.

3.             By virtue of Brio being an “offering corporation” as defined in the OBCA at the time of the Arrangement, the Applicant is an “offering corporation” as defined in the OBCA, and has an authorized capital consisting of an unlimited number of common shares, of which 2 Common Shares are issued and outstanding as of the date hereof.

4.             The head office of the Applicant is located at 22 Adelaide Street West, Suite 2020, Toronto, Ontario, M5H 4E3.

5.             Following the Arrangement, the outstanding securities of Brio were cancelled and the outstanding securities of the Applicant, are beneficially owned, directly or indirectly, by Leagold Mining Corporation and no other securities of the Applicant are outstanding.

6.             The Arrangement was approved by the shareholders of the Applicant at a special meeting of shareholders of the Applicant held on April 12, 2018.

7.             The Arrangement was approved by the Ontario Superior Court of Justice (Commercial List) on April 17, 2018.

8.             The common shares of Brio (the Common Shares) of which 117,556,100 Common Shares were issued and outstanding immediately prior to the Arrangement, had been listed and posted for trading on the Toronto Stock Exchange (the TSX) under the symbol “BRIO”.

9.             The Common Shares were delisted from the TSX effective May 25, 2018.

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

11.          The Applicant was a reporting issuer in each province and territory of Canada (the Jurisdictions) and applied to the Commission, as principal regulator, for an order under the securities legislation of Ontario that the Applicant ceased to be a reporting issuer (the Reporting Issuer Relief). The Reporting Issuer Relief was granted on May 28, 2018 and, as a result, the Applicant is not a reporting issuer or equivalent in any of the Jurisdictions.

                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.

                DATED at Toronto this 29th day of May, 2018.

“Garnet Fenn”
Commissioner
Ontario Securities Commission

“Robert Hutchison”
Commissioner
Ontario Securities Commission