The Securities Commission granted an exemption to I-80 Gold Corp. (the Filer) from the requirement to file a business acquisition report (BAR) for its acquisition of Osgood Mining Company, LLC (Osgood). This decision was based on the assessment that the acquisition was not significant to the Filer from a practical, commercial, business, or financial perspective, despite meeting certain significance thresholds under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102).
The Filer, a mining company focused on gold and silver deposits in the United States, became a reporting issuer as a result of an arrangement involving Premier Gold Mines Limited (Premier) and Equinox Gold Corp. (Equinox Gold). The Filer acquired Osgood, which owned the Getchell Project in Nevada, and this acquisition was contemplated during the arrangement process.
The significance tests under NI 51-102 initially suggested the acquisition was significant based on the investment and profit or loss tests when considering the Filer’s financial position as a newly incorporated entity. However, when combining the financials of the Filer and its wholly-owned subsidiary, Premier USA, the acquisition did not meet the significance threshold under the optional tests provided in NI 51-102.
The Commission agreed with the Filer’s view that the acquisition was not significant from a substantive perspective and granted the exemption. The decision was made under the authority of sections 8.4 and 13.1 of NI 51-102 and was informed by the Filer’s representations and the financial information included in the Arrangement Circular. The Ontario Securities Commission, as the principal regulator, made the decision, which also applied to multiple jurisdictions under National Policy 11-203 and Multilateral Instrument 11-102.