Exemption Orders (Discretionary)
ANGLO SWISS RESOURCES INC.
2001 BCSECCOM 1090
ORDER UNDER SECTION 76 OF THE SECURITIES ACT, R.S.B.C. 1996, c. 418
ANGLO SWISS RESOURCES INC.
Background
[para 1]
Anglo Swiss has applied for an exemption from the requirement to file and obtain receipts for a preliminary prospectus and prospectus in section 61 of the Act for certain intended trades;
Representations
[para 2]
Anglo Swiss represents that:
1. Anglo Swiss was continued into British Columbia on October 8, 1997;
2. Anglo Swiss’ authorized capital is 900,000,000 shares divided into 500,000,000 Common Shares without par value, 50,000 Class A Preferred Shares without par value, 50,000,000 Class B Preferred Shares without par value, 50,000,000 Class C Preferred Shares without par value and 250,000,000 Class D Preferred Shares without par value, of which 44,500,688 Common Shares are issued and outstanding;
3. Anglo Swiss is a reporting issuer in British Columbia, Alberta, Ontario, Québec and Nova Scotia and is not in default of any requirements of the securities legislation of those provinces;
4. the Common Shares are listed on the Canadian Venture Exchange Inc. and quoted in the United States on the over-the-counter bulletin board;
5. Anglo Swiss is an electronic filer under National Instrument 13-101 System for Electronic Document Analysis and Retrieval;
6. Anglo Swiss owns a number of gemstone/graphite mineral claims located in the Nelson and Slocan Mining Districts, British Columbia (collectively, the "Blu Starr Property");
7. Anglo Swiss has entered into a Joint Participation Agreement dated May 1, 2000 with Hampton Court Resources Inc.; under the terms of the Agreement, Hampton Court can earn up to a 60% interest in the Blu Starr Property by expending an aggregate of $3,000,000 on the Blu Starr Property;
8. Hampton Court is a reporting issuer in British Columbia and Alberta and its common shares are listed on the CDNX;
9. according to its December 31, 2000 audited financial statements, Hampton Court expended $436,385 on the exploration of the Blu Starr Property under the Agreement;
10. sections 142(2) and 143 of the Securities Rules, B.C. Reg. 194/97(the "Applicable Resale Rules") provide that certain trades are deemed to be distributions unless, among other things, a 12 month hold period has elapsed from the relevant dates referred to in the Applicable Resale Rules;
11. BC Instrument 45-506 In the Matter of the System for Shorter Hold Periods with an Annual Information Form reduces the hold periods under the Applicable Resale Rules from 12 months to four months, provided that the issuer:
(a) is a "qualifying issuer” under BCI 45-506; and
(b) otherwise complies with BCI 45-506;
12. Anglo Swiss is not a qualifying issuer under BCI 45-506 because its December 31, 2000 consolidated audited financial statements do not report expenditures of more than $100,000 on exploration and development;
13. if Anglo Swiss, rather than Hampton Court, had incurred the exploration and development expenses referred to in item 9 above, Anglo Swiss would be a qualifying issuer under BCI 45-506;
Order
[para 3]
Because it is not prejudicial to the public interest, the Executive Director orders that, under section 76 of the Act, a trade in securities of Anglo Swiss subject to the Applicable Resale Rules is exempt from the requirements of section 61 of the Act, provided that:
1. Anglo Swiss complies with the provisions of BCI 45-506, except as set out in item 2 below;
2. Anglo Swiss satisfies paragraph 3(a)(ii) of BCI 45-506 by certifying that:
(a) it is a reporting issuer that has equity securities listed on a "recognized market", as defined in Local Policy Statement 3-27; and
(b) Hampton Court has spent more than $100,000 on exploration and development of the Blu Starr Property under the Agreement during Anglo Swiss' most recently completed financial year;
3. four months have elapsed from the date the 12 month hold period commences under the Applicable Resale Rules;
4. if the seller is an insider of Anglo Swiss, other than a director or officer of Anglo Swiss, 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 officer of Anglo Swiss, the seller has filed all records required to be filed under sections 87 and 90 of the Act and Anglo Swiss has filed all records required to be filed under Part 12 of the Act and 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 securities; and
8. no extraordinary commission or other consideration is paid in respect of the trade.
[para 4]
DATED November 16, 2001.
Derek E. Patterson
Manager