Securities Law & Instruments


Headnote

Clause 1(11)(b) – Order that the issuer is a reporting issuer for the purposes of Ontario securities law – Issuer is already a reporting issuer in British Columbia, Alberta and Saskatchewan – Issuer's securities listed for trading on the TSX Venture Exchange – Continuous disclosure requirements in British Columbia, Alberta and Saskatchewan are substantially the same as those in Ontario – Issuer has a significant connection to Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).

IN THE MATTER OF T
HE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED
(the Act)

AND

IN THE MATTER OF
AVIDIAN GOLD CORP.
(formerly Marching Moose Capital Corporation)

ORDER (Clause 1(11)(b))

UPON the application of Avidian Gold Corp. (the "Applicant") to the Ontario Securities Commission (the "Commission") for an order pursuant to Section 1(11)(b) of the Act that, for the purposes of Ontario securities law, the Applicant is a reporting issuer in Ontario;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission as follows:

1.             The Applicant was incorporated on September 24, 2013, pursuant to the provisions of the Business Corporations Act (British Columbia) under the name “Marching Moose Capital Corp.” The registered and records office of the Corporation is located at Suite 2300-1066 W. Hastings Street, Vancouver, British Columbia V6E 3X2.

2.             The Applicant is a reporting issuer under the Securities Act (British Columbia) (the “BC Act”), the Securities Act (Alberta) (the “AB Act”), and the Securities Act (Saskatchewan) (the “SK Act”). The Applicant became a reporting issuer in British Columbia and Alberta on September 16, 2014, and in Saskatchewan on November 3, 2014, as a capital pool company under the name Marching Moose Capital Corporation (the “CPC”).

3.             On November 28, 2017 the CPC completed a qualifying transaction by way of a three-cornered amalgamation between MMCC Amalco Ltd., a wholly owned subsidiary of the CPC incorporated under the Business Corporations Act (Ontario) (the “OBCA”) and Avidian Gold Inc., a corporation incorporated under the OBCA on June 22, 2011.

4.             Subsequent to the completion of the qualifying transaction, pursuant to the policies of the TSX Venture Exchange (the “TSX-V”), and upon receipt of approval of TSX-V, the CPC now carries on the business of Avidian Gold Inc. and has been renamed Avidian Gold Corp. as of December 4, 2017.

5.             The Applicant is not a reporting issuer or the equivalent in any jurisdiction in Canada other than British Columbia, Alberta and Saskatchewan.

6.             The Applicant’s authorized share capital consists solely of an unlimited number of common shares. As of the date hereof there are 49,358,058 common shares issued and outstanding.

7.             Prior to the completion of the CPC’s qualifying transaction, the CPC traded on the TSX-V and on the NEX board of the TSX-V under symbol the “MMC” Following the completion of the qualifying transaction on November 28, 2017, the common shares of the Applicant were listed for trading on the TSX-V under the symbol “AVG” on December 4, 2017.

8.             The common shares of the Applicant are not listed or posted for trading, and are not anticipated to be listed or posted for trading, on any other stock exchange in Canada.

9.             The continuous disclosure requirements under the BC Act, the Alberta Act, and the SK Act are substantially similar to the disclosure requirements under the Act.

10.          As of the date hereof, the Applicant is not on the default list of the securities regulatory authority in any jurisdiction in Canada in which it is a reporting issuer and the Applicant is not in default of any requirement of the Act, the BC Act, the Alberta Act, or the SK Act.

11.          The continuous disclosure materials filed by the Applicant as a reporting issuer in British Columbia, Alberta, and Saskatchewan are available on the System for Electronic Document Analysis and Retrieval (SEDAR).

12.          The Applicant is not in default of any of the rules, regulations or policies of the TSX-V.

13.          Pursuant to the policies of the TSX-V, a listed-issuer, which is not otherwise a reporting issuer in Ontario, must assess whether it has a "significant connection to Ontario" (as defined in the policies of the TSX-V) and, upon becoming aware that it has a significant connection to Ontario, promptly make a bona fide application to the Commission to be deemed a reporting issuer in Ontario.

14.          The Applicant has determined that it has a significant connection to Ontario. The Applicant’s head office is located in Ontario. Its Chief Executive Officer/President and Vice President of Exploration resides in Ontario. In addition, shareholders holding securities of the Applicant carrying more than 20% of the voting rights attached to the outstanding securities of the Applicant are resident in Ontario.

15.          Neither the Applicant nor any of its officers, directors, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant has: (i) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority; (ii) entered into a settlement agreement with a Canadian securities regulatory authority; or (iii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

16.          Neither the Applicant nor any of its officers, directors, nor, to the knowledge of the Applicant or its directors or officers, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been subject to: (i) any known ongoing or concluded investigations by (a) a Canadian securities regulatory authority, or (b) a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or (ii) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

17.          Neither any of the officers or directors of the Applicant, nor, to the knowledge of the Applicant or its officers or directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been at the time of such event an officer or director of any other issuer which is or has been subject to: (i) any cease trade order or similar order, or order that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the past 10 years; or (ii) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager
or trustee, within the past 10 years other than the following:

a.             Dino Titaro (“Titaro”), a director of the Applicant, resigned as director of Royal Coal Corp. on May 9, 2012. On May 17, 2012, Royal Coal Corp. announced it received notice that the TSX-V had suspended trading its securities because the Commission had imposed a cease trade order for failure to file financial statements. The cease trade order is still in effect.

b.             On April 16, 2014, the Commission issued a management cease trade order against the Interim Chief Executive Officer and the Chief Financial Officer of Carpathian Gold Inc. (“Carpathian”) in connection with Carpathian’s failure to file its audited annual financial state-ments (and related management’s dis-cussion and analysis and certifications) for the period ended December 31, 2013. Titaro was a former director of Car-pathian (did not stand for re-election and was no longer a director by August 12, 2014) but was a director of Carpathian during the period of the management cease trade order. The management cease trade order was lifted on June 19, 2014 following the filing by Carpathian of the required continuous disclosure documents.

18.          The Commission will be the principal regulator for the Applicant once it has obtained reporting issuer status in Ontario. Upon the granting of this Order, the Applicant will amend its SEDAR profile to indicate that the Commission is its principal regulator.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to clause 1(11)(b) of the Act that the Applicant be deemed to be a reporting issuer for the purposes of Ontario securities law.

DATED at Toronto this November 9th , 2018.

“Winnie Sanjoto”
Manager, Corporate Finance
Ontario Securities Commission