November/f, 2014 Elgin Mining Inc. c/o Goodmans LLP 333 Bay Street, Suite 3400 Toronto, ON M5H2S7 Dear Sirs/Mesdames: Re: Elgin Mining Inc. (the Applicant) - application for a decision under the securities legislation of Ontario, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland (the Jurisdictions) that the Applicant is not a reporting issuer The Applicant has applied to the local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions for a decision under the securities legislation (the Legislation) of the Jurisdictions that the Applicant is not a reporting issuer. In this decision, "securityholder" means, for a security, the beneficial owner of the security. (a) The Applicant has represented to the Decision Makers that: (b) the outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide; (c ) 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; (d ) the Applicant is applying for a decision that it is not a reporting issuer in all of the jurisdictions of Canada in which it is currently a reporting issuer; and the Applicant is not in default of any of its obligations under the Legislation as a reporting issuer. Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met and orders that the Applicant is not a reporting issuer. Kathryn Daiii'els Deputy Director, Corporate Finance Ontario Securities Commission
Ontario Commission des 20th Floor 20e etage Securities valeurs mobilieres 20 Queen Street West 20, rue queen ouest Commission de !'Ontario Toronto ON M5H 388 Toronto ON M5H 388 Ontario Phone: (416) 593-3691 Web site: www.osc.gov.on.ca Fax: (4 16) 593-8252 Memorandum PRIVILEGED AND CONFIDENTIAL Date: November 5, 2014 To: Kathryn Daniels, Deputy Director From: Dora Restrepo, Administrative Assistant Re: Subclause l(lO)(a)(ii) of the Securities Act (Ontario) Simplified procedure for a coordinated review application for a decision that an issuer is not a reporting issuer as set out in CSA Staff Notice 12-307 Application No. 2014/0774 Issuer: Elgin Mining Inc. 1. The outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityh olders in total worldwide. 2. 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. 3. The Applicant is applying for a decision that it is not a reporting issuer in all of the jurisdictions of Canada in which it is currently a reporting issuer. 4. The Applicant is not in default of any of its obligations under the Legislation as a reporting issuer. The application satisfies all of the criteria for the simplified procedure set out in CSA Staff Notice 12-307. Recommendation: YES NO D
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