Exemption Orders (Discretionary)

CANTECH VENTURES INC.


2001 BCSECCOM 364


Headnote

Mutual Reliance Review System for Exemptive Relief Applications – relief from the requirement to offer identical consideration to all shareholders – shareholders of offeree issuer resident outside Canada to receive cash instead of shares – depository to sell shares that would otherwise go to foreign security holders and remit cash proceeds to such security holders

Applicable British Columbia Provisions

Securities Act, R.S.B.C. 1996, c. 418, ss. 107(1), 114(2)(c)

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA, ALBERTA AND ONTARIO

AND

IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF CANTECH VENTURES INC.

AND

IN THE MATTER OF ALLYN RESOURCES, INC.

MRRS DECISION DOCUMENT

[para 1]
WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of British Columbia, Alberta and Ontario (the "Jurisdictions") has received an application from Cantech Ventures Inc. (the "Filer") for a decision under the securities legislation of the Jurisdictions (the "Legislation") that, in connection with the Filer’s offer (the “Take-over Bid”) to purchase all of the issued and outstanding common shares (the “Allyn Shares”) of Allyn Resources, Inc. (the “Target”), the requirement that all of the holders of securities that are of the same class shall be offered identical consideration (the “Identical Consideration Requirement”) shall not apply to the Filer with respect to consideration offered to certain security holders pursuant to the Take-over Bid;

[para 2]
AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the British Columbia Securities Commission is the principal regulator for this application;

[para 3]
AND WHEREAS the Filer has represented to the Decision Makers that:

1. the Filer is a company incorporated under the Business Corporations Act (Alberta) and continued under the Company Act (British Columbia) whose shares (the "Cantech Shares") are listed on the Canadian Venture Exchange Inc. (the “CDNX”);

2. the Filer is a reporting issuer in each of British Columbia, Alberta and Ontario and is not in default of any requirement of the Legislation;

3. the Target is a corporation incorporated under the Business Corporations Act (Alberta);

4. the Target is a reporting issuer in Alberta and is subject to a cease trade order imposed by the Alberta Securities Commission on January 21, 1999;

5. the Filer is currently preparing a take-over bid circular with respect to the proposed Take-over Bid, which it intends to mail in March 2001;

6. under the terms of the Take-over Bid, the price to be paid to holders of Allyn Shares is one Cantech Share for every two Allyn Shares;

7. the Cantech Shares issuable under the Take-over Bid to shareholders of the Target resident in the United States ("U.S. Shareholders") have not been and will not be registered under the United States Securities Act of 1933; accordingly, the delivery of Cantech Shares to U.S. Shareholders without further action by the Filer may constitute a violation of the laws of the United States;

8. the Cantech Shares issuable under the Take-over Bid to shareholders of the Target resident in jurisdictions other than Canada or the United States ("Foreign Shareholders") have not been and will not be registered under the laws of such jurisdictions; accordingly, the delivery of Cantech Shares to Foreign Shareholders without further action by the Filer may constitute a violation of the laws of such jurisdictions;

9. to the knowledge of the Filer, after reasonable inquiry, there are 22 U.S. Shareholders collectively holding approximately 23.7% of the Allyn Shares, and 7 Foreign Shareholders collectively holding approximately 0.58% of the Allyn Shares;

10. to the extent that U.S. Shareholders and Foreign Shareholders (“Non-Canadian Shareholders”) are entitled to receive Cantech Shares and have not established to the satisfaction of the Filer that the offer and delivery of the Cantech Shares to such holder is lawful and does not subject the Filer to any registration, reporting or other similar requirements, the Filer proposes to deliver the Cantech Shares to CIBC Mellon Trust Company (the "Depository"), who will then sell the Cantech Shares on behalf of the Non-Canadian Shareholders as soon as practicable, and, in any event, no later than 10 days after the Filer has taken up and paid for any Allyn Shares in respect of which the Cantech Shares are issued, through the facilities of the CDNX in a manner that is intended to minimize any adverse effect such a sale might have on the market price of the Cantech Shares and at a minimum price per share as stipulated by the CDNX; as soon as reasonably possible after such sale, and in any event no later than four business days following the completion of such sale, the Depository will deliver to each Non-Canadian Shareholder whose Cantech Shares have been sold by the Depository their respective pro rata share of the proceeds of such sale, less commissions and applicable withholding taxes; and

11. the Take-over Bid is being made in compliance with the Legislation of the Jurisdictions, except to the extent that exemptive relief is granted in respect of the Identical Consideration Requirement;

[para 4]
AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the "Decision");

[para 5]
AND WHEREAS 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;

[para 6]
THE DECISION of the Decision Makers under the Legislation is that, in connection with the Take-over Bid, the Identical Consideration Requirement shall not apply to the Filer with respect to consideration offered to Non-Canadian Shareholders, provided that, instead of receiving Cantech Shares, they receive the cash proceeds from the Depository's sale of the Cantech Shares in accordance with the procedure set out in paragraph 10 above.

[para 7]
DATED March 23, 2001.




Brenda Leong
Director
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