Exemption Orders (Discretionary)
SILVER STANDARD RESOURCES INC.
2001 BCSECCOM 1166
ORDER UNDER SECTIONS 48 AND 76 OF THE SECURITIES ACT, R.S.B.C. 1996, c. 418
SILVER STANDARD RESOURCES INC.
Background
[para 1]
Silver Standard applied for an exemption from the requirements to be registered to trade and to file and obtain receipts for a preliminary prospectus and prospectus in sections 34(1)(a) and 61 of the Act (the Registration and Prospectus Requirements) for certain intended trades;
Representations
[para 2]
Silver Standard represents that:
1. it was incorporated in British Columbia on December 11, 1946;
2. its authorized capital is 100,000,000 common shares, of which 30,279,190 shares are outstanding;
3. it is a reporting issuer under the Act and is not in default of any requirements of the Act or the Securities Rules, B.C. Reg. 194/97;
4. its shares are listed on the Canadian Venture Exchange Inc. and are quoted on the NASDAQ SmallCap Market;
5. its subsidiary, Silver Standard (BVI) Inc. (the Subsidiary), is a British Virgin Islands corporation and is not a reporting issuer under the Act;
6. Pacific Rim Mining Corp. and Pac Rim Cayman (the Vendors) have agreed to sell certain assets to Silver Standard and the Subsidiary under a share purchase agreement dated November 1, 2001 for US$1,500,000 in cash and US$1,900,000 in cash or shares of Silver Standard;
7. the CDNX has accepted the agreement for filing;
8. the distribution of shares by Silver Standard to the Vendors would be exempt from the Registration and Prospectus Requirements under sections 45(2)(6) and 74(2)(5) of the Act if Silver Standard, rather than the Subsidiary, was acquiring the assets;
Order
[para 3]
Because it is not prejudicial to the public interest, the Executive Director orders:
1. under sections 48 and 76 of the Act, Silver Standard is exempt from the Registration and Prospectus Requirements for trades of shares to the Vendors under the agreement, provided that Silver Standard files a Form 45-902F and pays the required fee within 10 days of distributing the shares; and
2. under section 76 of the Act, any trade in shares acquired by the Vendors under this order is deemed a distribution unless the conditions in subsections (2) or (3) of section 2.5 of Multilateral Instrument 45-102 Resale of Securities are satisfied.
[para 4]
DATED December 14, 2001.
Derek E. Patterson
Manager