The Securities Commission has issued a decision regarding Algold Resources Ltd. (the Issuer), a gold exploration company. The Issuer was subject to a failure-to-file cease trade order (FFCTO) due to non-compliance with annual filing requirements, largely attributed to financial difficulties exacerbated by the COVID-19 pandemic. Subsequently, the Issuer underwent reorganization under the Bankruptcy and Insolvency Act (BIA) and the Canada Business Corporations Act (CBCA), resulting in a proposal where all issued and outstanding common shares of the Issuer would be redeemed for shares of Aya Gold & Silver Inc. (Aya), making Aya the sole shareholder.
The Issuer applied for a revocation of the FFCTO and for an order to cease being a reporting issuer under National Policy 11-207 and National Policy 11-206, respectively. The applications were reviewed under the securities legislation of Quebec and Ontario, with the Autorité des marchés financiers of Quebec serving as the principal regulator.
The Commission’s decision was based on several factors, including the Issuer’s reorganization plan approved by the Superior Court (Quebec), the conditional approval of the TSX and TSX Venture Exchange for the listing of Aya shares, and the Issuer’s future status as a non-reporting entity with no intention to seek public financing.
The Commission concluded that the Issuer met the necessary criteria for both the revocation of the FFCTO and the cessation of reporting issuer status. Consequently, the Commission granted the FFCTO Revocation Order and the Cease to be a Reporting Issuer Order, allowing the reorganization to proceed as planned. The Commission made no judgment on the merits of the reorganization terms.