Exemption Orders (Discretionary)
DE BEERS CANADA MINING INC.
2000 BCSECCOM 349
Headnote
Mutual Reliance System for Exemptive Relief Applications – Issuer deemed to have ceased to be a reporting issuer following an offer to acquire and subsequent compulsory acquisition leaving only one security holder.
Applicable British Columbia Provisions
Securities Act, R.S.B.C. 1996, c. 418, ss 1(1), 88
IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA, ALBERTA, ONTARIO AND QUÉBEC
AND
IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF DE BEERS CANADA MINING INC.
(FORMERLY, WINSPEAR DIAMONDS INC.)
DECISION DOCUMENT
[para 1]
WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of the Provinces of British Columbia, Alberta, Ontario and Québec (the "Jurisdictions") has received an application from De Beers Canada Mining Inc. (formerly, Winspear Diamonds Inc.) (the "Filer”) for a decision under the securities legislation of the Jurisdictions (the Legislation") that the Filer be deemed to have ceased to be a reporting issuer (or the equivalent thereof) under the Legislation;
[para 2]
AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Executive Director of 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 existing under the British Columbia, Company Act (the "BCCA"), and is a reporting issuer or the equivalent thereof in each of the Jurisdictions;
2. the Filer’s head office is located in Vancouver, British Columbia;
3. the authorized capital of the Filer consists of 500,000,000 common shares of which 61,092,044 are issued and outstanding;
4. on July 6, 2000, De Beers Canada Holdings Ltd., now renamed De Beers Canada Corporation ("De Beers") made, and subsequently extended, an offer (the "Offer") to purchase all of the issued and outstanding shares of Winspear Diamonds Inc. (“the Winspear Shares”); after the expiry of the Offer on September 8, 2000, approximately 96.2% of the issued and outstanding Winspear Shares had been tendered to the Offer. Effective November 14, 2000, De Beers acquired all of the remaining issued and outstanding Winspear Shares pursuant to the compulsory acquisition provisions of the BCCA. As a result of the foregoing, De Beers became the sole securityholder of the Filer;
5. the Filer has no other securities, including debt securities, outstanding;
6. the Filer is not in default of any of its obligations as a reporting issuer under the Legislation with the exception of its obligation to file 2nd and 3rd quarter 2000 interim financial statements in Alberta and 3rd quarter 2000 interim financial statements in BC; the Offer was made before the 2nd quarter obligations to file the financial statements arose, and all of the Winspear Shares were acquired before the 3rd quarter obligations to file the financial statements arose;
7. the Winspear Shares were de-listed from the Toronto Stock Exchange on September 8, 2000 and no securities of the Filer are listed or quoted on any exchange or market; and
8. the Filer does not intend to seek public financing by way of an offering of its securities;
[para 4]
AND WHEREAS pursuant to 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 that 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 the Filer is deemed to have ceased to be a reporting issuer, or the equivalent thereof under the Legislation.
[para 7]
DATED December 15, 2000.
Brenda Leong
Director