BOR 95/19 - The Hold Period for Securities Issued by an Exchange Issuer Under Section 55(2)(18) of the Securities Act [Rescinded]

IN THE MATTER OF THE SECURITIES ACT S.B.C. 1985, c. 83

AND

IN THE MATTER OF THE HOLD PERIOD FOR SECURITIES ISSUED BY AN EXCHANGE ISSUER UNDER SECTION 55(2)(18) OF THE SECURITIES ACT

Order Under Section 59 of the Securities Act

WHEREAS the Lieutenant Governor in Council, by B.C. Reg. 478/95 and B.C. Reg. 479/95, ordered, among other things, that, effective January 1, 1996,

(a) the Securities Regulation, B.C. Reg. 270/86 (the "Old Regulation") is repealed, and

(b) the regulation entitled the Securities Rules (the "Rules"), attached to B.C. Reg. 479/95, is made and is designated to be a rule of the Commission;

AND WHEREAS section 142(2)(c) of the Rules provides that a trade in a security of an exchange issuer acquired by the seller under section 55(2)(18) of the Act is deemed to be a distribution unless 12 months have elapsed from the later of the date the Vancouver Stock Exchange (the "Exchange") approved the acquisition of the property or the date the property for which the security is being issued was transferred to the issuer;

AND WHEREAS, in the case of an issuance of securities by an exchange issuer under section 55(2)(18) of the Act for the acquisition of an option to acquire a resource property, the transfer of property may not occur for several years, if at all, and therefore the 12 month hold period referred to in section 142(2)(c) may not commence for several years, if at all;

AND WHEREAS, the Commission considers that to do so would not be prejudicial to the public interest;

Effective January 1, 1996, it is ordered under section 59 of the Act that section 42 of the Act does not apply to a deemed distribution by the holder of a security of an exchange issuer issued under section 55(2)(18) of the Act, provided that:

(a) 12 months have elapsed from the earlier of the date that

(i) the issuer has issued a news release disclosing that the issuer has entered into a binding agreement to acquire title to the property for which the security was issued, subject only to acceptance by the Exchange, or

(ii) the Exchange has accepted the issuers signed agreement to acquire the property interest for which the security was issued, and

(b) the holder of the security has complied with the resale requirements in sections 142(2)(e) to (i) of the Rules.

DATED at Vancouver, British Columbia, on December 21, 1995.

Douglas M. Hyndman
Chair