Exemption Orders (Discretionary)
RESOURCE FINANCE & INVESTMENT LTD.
2001 BCSECCOM 831
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF RESOURCE FINANCE & INVESTMENT LTD.
Order Under Section 88
[para 1]
WHEREAS Resource Finance & Investment Ltd. (the “Filer”) has applied to the Executive Director for an order under section 88 of the Securities Act, R.S.B.C. 1996, c. 418 that the Filer be deemed to have ceased to be a reporting issuer;
AND WHEREAS the Filer has represented to the Executive Director that:
1. the Filer was incorporated under the laws of British Columbia on October 16, 1978 and continued into Bermuda on December 2, 1994;
2. the Filer is a reporting issuer under the Act;
3. the Filer is subject to the reporting requirements of the Securities Exchange Act of 1934 of the United States (the "1934 Act") and is not in default of any requirements under the 1934 Act;
4. the Filer’s authorized capital consists of 50,000,000 common shares (“Common Shares”), of which 24,459,964 Common Shares were issued and outstanding as of June 7, 2001;
5. the Filer’s Common Shares are traded on the NASD OTC Bulletin Board and are not listed or quoted on any other exchange or market in Canada or elsewhere;
6. 2,208,327 Common Shares, representing approximately 9.03% of its total outstanding Common Shares, are shown on the Filer’s books as of June 7, 2001 as being held by 22 Canadian holders, including intermediaries, and of these holders, 15 have addresses in British Columbia;
7. the Filer has no other securities, including debt securities, outstanding;
8. the Filer’s management, assets and business are primarily located in the United States and its business is conducted exclusively outside of Canada;
9. there is no market in Canada for the Filer’s Common Shares;
10. the Filer will comply with Rule 14a-13 under the 1934 Act with respect to Canadian intermediaries so that beneficial owners of Common Shares resident in Canada will continue to receive copies of all disclosure materials provided to holders of Common Shares resident in the United States; and
11. the Filer does not intend to seek public financing by way of an offering of its securities in Canada;
[para 2]
AND WHEREAS the Executive Director considers that to do so would not be prejudicial to the public interest;
[para 3]
IT IS ORDERED under section 88 of the Act that the Filer is deemed to have ceased to be a reporting issuer under the Act.
[para 4]
DATED August 15, 2001.
Derek E. Patterson
Manager