Exemption Orders (Discretionary)
HADDINGTON INTERNATIONAL RESOURCES LIMITED
2001 BCSECCOM 826
Headnote
Mutual Reliance Review System for Exemptive Relief Applications – Issuer deemed to cease to be a reporting issuer – issuer’s securities not listed on any market in Canada – operations, management and listing all in Australia - Canadian shareholders hold approximately 5.47% of issued and outstanding shares and will continue to receive Australian continuous disclosure documents.
Applicable British Columbia Provisions
Securities Act, R.S.B.C. 1996, c. 418, s. 88
IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ALBERTA
AND
IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF HADDINGTON INTERNATIONAL RESOURCES LIMITED
MRRS DECISION DOCUMENT
[para 1]
WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of British Columbia and Alberta (the "Jurisdictions") has received an application from Haddington International Resources Limited ("Haddington") for a decision under the securities legislation of the Jurisdictions (the "Legislation") that Haddington be deemed to cease to be a reporting issuer in the Jurisdictions;
[para 2]
AND WHEREAS under 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 Haddington has represented to the Decision Makers that:
1. Haddington was incorporated under the laws of British Columbia under the Company Act on February 13, 1984, was continued to the Yukon Territory on June 7, 1999 and was continued to Western Australia on June 23, 2000;
2. Haddington is a reporting issuer in each of the Jurisdictions and is not in default of any requirement of the Legislation except the requirement to file a quarterly report in the required form with the British Columbia Securities Commission in respect of its second quarter ended April 30, 2001;
3. the authorized capital of Haddington consists of an unlimited number of common shares without par value of which 35,409,007 common shares are currently issued and outstanding;
4. the common shares were voluntarily delisted from the Canadian Venture Exchange on June 29, 2001 and now trade only through the facilities of the Australian Stock Exchange;
5. there is no market in Canada for the common shares of Haddington;
6. Haddington does not intend to make an offering of its securities to the public in Canada or to list its securities on any stock exchange or market in Canada;
7. a total of 1,938,291 common shares (representing approximately 5.47% of the total outstanding common shares) are held by 55 Canadian resident shareholders, of which 23 are resident in British Columbia and none are resident in Alberta;
8. the management, business and main assets of Haddington are located in Australia; and
9. all shareholders of Haddington resident in Canada, whether registered or unregistered, will continue to be provided with the same continuous disclosure documents that are provided to the shareholders of Haddington resident in Australia, including audited annual financial statements;
[para 4]
AND WHEREAS under the System, the MRRS Decision document evidences the decision of each of the Decision Makers (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 Haddington is deemed to cease to be a reporting issuer under the Legislation.
[para 7]
DATED August 14, 2001.
Brenda Leong
Director