4355377 Canada Inc. - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief Applications -- s. 83 of Securities Act (Ontario) -- Issuer has only one security holder -- Issuer deemed to cease to be a reporting issuer under applicable securities laws.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.
May 17, 2006
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ONTARIO, ALBERTA AND QUÉBEC
(the Jurisdictions)
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
4355377 CANADA INC. (the Filer)
MRRS DECISION DOCUMENT
Background
The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer is deemed to have ceased to be a reporting issuer (the Requested Relief).
Under the Mutual Reliance Review System for Exemptive Relief Applications (the MRRS):
(i) the Ontario Securities Commission is the principal regulator for this application, and
(ii) this MRRS decision document evidences the decision of each Decision Maker.
Interpretation
Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.
Representations
This decision is based on the following facts represented by the Filer:
1. The Filer is a company existing under the Canada Business Corporations Act (the CBCA) with its head office located at 150 York Street, Suite 1102, in Toronto, Ontario.
2. The Filer was formed on February 28, 2006 through the amalgamation of RNC Gold Inc. (RNC) and a wholly-owned subsidiary of Yamana Gold Inc. (Yamana), pursuant to an arrangement (the Arrangement) completed under section 192 of the CBCA.
3. The authorized capital of the Filer consists of an unlimited number of common shares, of which 100 common shares are outstanding. The 100 outstanding common shares of the Filer are owned and controlled by Yamana, and there are no other securities, including debt securities, of the Filer outstanding.
4. RNC was a reporting issuer in each of the Jurisdictions and in British Columbia, and as at the date of the Arrangement, was not in default of any of the requirements of the securities legislation of British Columbia or the Jurisdictions (the Legislation).
5. Prior to the Arrangement becoming effective, the common shares of RNC were listed on the Toronto Stock Exchange. The common shares of RNC were delisted from the Toronto Stock Exchange following the closing of the Arrangement.
6. Upon completion of the Arrangement, the Filer became a reporting issuer in each of the Jurisdictions and in British Columbia.
7. Other than a failure to file annual financial statements on or before March 31, 2006 for the year ending December 31, 2005, the Filer is not in default of any requirement of the Legislation.
8. No securities of the Filer are currently traded on a marketplace as defined by National Instrument 21-101 Marketplace Operation.
9. The Filer does not intend to seek public financing by way of an issue of securities of the Filer.
10. The Filer is applying for the Requested Relief in all of the jurisdictions of Canada in which it is currently a reporting issuer.
Decision
1. Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.
2. The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.
"David L. Knight"
"Susan Wolburgh Jenah"