Exemption Orders (Discretionary)
REDCORP VENTURES LTD.
2001 BCSECCOM 326
IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418
AND
IN THE MATTER OF REDCORP VENTURES LTD.
Exemption Order Under Section 133(2) of the Securities Rules
[para 1]
WHEREAS Redcorp Ventures Ltd. (“Redcorp”) has applied to the Executive Director for an order under section 133(2) of the Securities Rules, B.C. Reg 194/97 that Redcorp is exempt from the requirements of Item 16 of Form 43 regarding distributions under registration and prospectus exemptions contained in the Securities Act and the Rules requiring that an offering memorandum be delivered to the purchasers;
[para 2]
AND WHEREAS Redcorp has represented to the Executive Director that:
1. Redcorp was incorporated on March 20, 2000 under the Canada Business Corporations Act in connection with a plan of arrangement under Section 252 of the Company Act (British Columbia) among Redfern Resources Ltd. (“Redfern”), the shareholders of Redfern and Redcorp whereby the holders of common shares of Redfern exchanged their outstanding common shares for common shares of Redcorp and Redfern became a wholly-owned subsidiary of Redcorp;
2. Redcorp is a reporting issuer under the Act and is not in default of any requirement of the Act or the Rules;
3. the authorized capital of Redcorp consists of an unlimited number of common shares of which there were 21,351,577 common shares issued and outstanding as of March 10, 2001;
4. the common shares of Redcorp are listed and posted for trading on The Toronto Stock Exchange;
5. the financial year end for Redcorp is December 31;
6. Redcorp intends to complete a private placement of common shares at a price of $0.14 per common share under certain exemptions from the prospectus and registration requirements of the Act requiring an offering memorandum in Form 43 to be delivered to the purchasers (the “Exemptions”);
7. item 16 (1)(b)(i) of Form 43 requires the inclusion of audited financial statements for an issuer’s most recent fiscal year, which would be the audited financial statements for the year ended December 31, 2000 for Redcorp (the “2000 Financial Statements”);
8. the 2000 Financial Statements are not completed at this time;
9. if Redcorp was filing a preliminary prospectus under BC policy 41-601, the 2000 Financial Statements would not be required to be included as it has been less than 90 days from the date of Redcorp’s financial year end; and
10. Redcorp intends to include in an offering memorandum prepared pursuant to the Exemptions the audited financial statements of Redfern for the year ended December 31, 1999 and Redcorp’s unaudited financial statements for the period from March 20, 2000 to December 31, 2000;
[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 133(2) of the Rules, that Redcorp is exempt from the requirements of Item 16(1)(b)(i) of Form 43 in connection with distributions of its securities under Exemptions made prior to March 31, 2001.
[para 5]
DATED March 16, 2001.
Brenda Leong
Director