Exemption Orders (Discretionary)
CROWFLIGHT MINERALS INC.
2001 BCSECCOM 174
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF CROWFLIGHT MINERALS INC.
Exemption Order Under Section 76
[para 1]
WHEREAS Crowflight Minerals Inc. has applied to the Executive Director for an order under section 76 of the Securities Act, R.S.B.C. 1996, c. 418 that certain trades in common shares of Crowflight are exempt from the requirements of section 61 of the Act;
[para 2]
AND WHEREAS Crowflight has represented to the Executive Director that:
1. Crowflight is a company incorporated under the Company Act (British Columbia), is a reporting issuer under the Act and is not in default of any requirement of the Act or the Securities Rules, B.C. Reg. 194/97;
2. the authorized capital of Crowflight consists of 300,000,000 shares divided into 100,000,000 common shares without par value, 100,000,000 Class “A” Preference shares with a par value of $10.00 each and 100,000,000 Class “B” Preference shares with a par value of $50.00 each, of which 22,198,283 common shares were issued and outstanding as at January 25, 2001. The common shares of Crowflight trade on the Canadian Venture Exchange (the “Exchange”);
3. Crowflight has filed a current AIF, as defined in Local Policy Statement 3-27, is in compliance with the requirements of Local Policy Statement 3-27 and is a qualifying issuer as defined in British Columbia Instrument 45-506 (the “BCI”);
4. Crowflight has received the approval of the Exchange to issue 60,000 common shares (the “Shares”) to Consolidated Venturex Holdings Ltd. pursuant to an option agreement to acquire resource properties;
5. the distribution of the Shares is exempt from the requirements of sections 34(1)(a) and 61 of the Act under sections 45(2)(21) and 74(2)(18) of the Act;
6. the Shares are subject to restrictions on resale for a period of 12 months from the earlier of the date Crowflight issued a news release announcing that it had entered into a binding agreement to acquire the properties for which the Shares are to be issued, subject only to acceptance by the Exchange, or the date the Exchange accepted Crowflight’s signed agreement to acquire the property interest for which the Shares are to be issued;
7. but for the fact that the Shares are being distributed pursuant to the prospectus exemption contained in section 74(2)(18) of the Act, the Shares would be subject to a four month hold period in British Columbia under the BCI;
[para 3]
AND WHEREAS the Executive Director considers that to do so would not be prejudicial to the public interest;
[para 4]
IT IS ORDERED under section 76 of the Act that the intended trades in the Shares are exempt from the requirements of section 61 of the Act provided that:
1. a period of four months has elapsed from the earlier of the date that:
(a) Crowflight has issued a news release disclosing that it has entered into a binding agreement entitling it to acquire title to the property for which the Shares are to be issued, subject only to acceptance by the Exchange, or
(b) the Exchange has accepted Crowflight’s signed agreement to acquire the property interest for which the Shares are to be issued;
2. at the date of the distribution of the Shares, Crowflight signs the certificate contemplated in section 3(a) of the BCI;
3. Crowflight endorses the certificates representing the Shares with a legend stating that the Shares are subject to a four month hold period and may not be traded in British Columbia until the expiry of the hold period, except as permitted by the Act and the Rules, and that specifies the date the hold period expires;
4. if the seller is an insider of Crowflight, other than a director or senior officer, the seller has filed all records required to be filed under sections 87 and 90 of the Act;
5. if the seller is a director or senior officer of Crowflight, the seller has filed all records required to be filed under sections 87 and 90 of the Act and Crowflight has filed all records required to be filed under Part 12 of the Act and the Rules;
6. the trade is not a distribution from the holdings of a control person;
7. no unusual effort is made to prepare the market or create a demand for the security; and
8. no extraordinary commission or other consideration is paid in respect of the trade.
[para 5]
DATED February 7, 2001.
Derek E. Patterson
Manager