Bear Creek Mining Corporation

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief from the requirements otherwise applicable to the Filer as a reporting issuer who is not a venture issuer -- Filer is cross listed on the TSX Venture Exchange and the Risk Capital segment (Segmento de Capital de Riesgo) of the Bolsa de Valores de Lima -- The Risk Capital segment (Segmento de Capital de Riesgo) of the Bolsa de Valores de Lima imposes the requirements of the TSXV on the Filer -- Relief granted subject to conditions, including that the Filer complies with the requirements of Canadian securities legislation applicable to a venture issuer and remains listed on the TSX Venture Exchange and the Risk Capital segment (Segmento de Capital de Riesgo) of the Bolsa de Valores de Lima.

Applicable Legislative Provisions

National Instrument 41-101 General Prospectus Requirements, s. 19.1.

National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1.

National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, s. 5.1.

National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, s. 8.6.

National Instrument 52-110 Audit Committees, s. 8.1.

National Instrument 58-101 Disclosure of Corporate Governance Practices, s. 3.1.

Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, s. 9.1.

December 5, 2023

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF BEAR CREEK MINING CORPORATION (the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for an exemption from (collectively, the Exemption Sought):

(a) The requirements otherwise applicable to the Filer as a reporting issuer who is not a venture issuer in each of the following instruments, including the forms thereof (collectively, the Instruments):

i. National Instrument 41-101 General Prospectus Requirements;

ii. National Instrument 51-102 Continuous Disclosure Obligations;

iii. National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards;

iv. National Instrument 52-109 Certification of Disclosure in Issuer's Annual and Interim Filings;

v. National Instrument 52-110 Audit Committees; and

vi. National Instrument 58-101 Disclosure of Corporate Governance Practices;

(b) The formal valuation requirements in sections 4.3 and 5.4 of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101); and

(c) The minority approval requirement in section 5.6 of MI 61-101 (the Minority Approval Relief).

Securities legislation imposes obligations for all reporting issuers. There are different obligations applicable to reporting issuers who are venture issuers and to those that are non-venture issuers. The Exemption Sought will permit the Filer to comply with the obligations applicable to venture issuers notwithstanding that the Filer does not meet the criteria in the definition of "venture issuer".

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) The Ontario Securities Commission is the principal regulator for this application; and

(b) The Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the provinces and territories of Canada other than Quebec.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is incorporated under the Business Corporations Act (British Columbia) and its head office is located at Suite 3200, 733 Seymour Street, Vancouver BC V6B 5J3. The Filer is a precious metals producer with 100% ownership of its two material mineral properties -- the Mercedes Mine in Mexico and the Corani Property in Peru.

2. The Filer is a reporting issuer in each province and territory of Canada, other than Quebec.

3. The Filer is authorized to issue an unlimited number of common shares without par value. As of September 8, 2023, the Filer had 171,365,386 common shares issued and outstanding.

4. The Filer's securities are listed on the TSX Venture Exchange (the TSXV) and the Lima Stock Exchange (Segmento de Capital de Riesgo de la Bolsa de Valores de Lima) in Peru (the Lima Exchange) under the symbol "BCM", the OTCQX under the symbol "BCEKF" and on the Open Market (also known as the Regulated Unofficial Market) segment of the Borse Frankfurt under the symbol "OU6".

5. The Filer's securities were first listed for trading on the Lima Exchange on November 1, 2010. The Filer delisted its securities from the Lima Exchange on August 27, 2013, due to lack of active trading and ongoing costs associated with maintaining the listing. On May 30, 2018, the Filer's securities were again listed for trading on the Lima Exchange.

6. The Filer is not in default of any of the requirements of the Legislation, except that from November 1, 2010 to August 27, 2013, and from May 30, 2018 until the date of this decision, the Filer has been in default of any applicable securities legislation requirements in New Brunswick, Newfoundland and Labrador, the Northwest Territories, Nova Scotia, Nunavut, Prince Edward Island, and Yukon (the Default Jurisdictions) that apply to reporting issuers that are not venture issuers by virtue of its listing on the Lima Exchange.

7. In the Instruments, the definition of "venture issuer" excludes a reporting issuer who, at the relevant time, has "any of its securities listed or quoted on any of the Toronto Stock Exchange, Aequitas NEO Exchange Inc., a U.S. marketplace or a marketplace outside of Canada and the United States of America other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc" (the Venture Issuer Definition).

8. As the Lima Exchange is a marketplace and hence a "marketplace outside of Canada and the United States of America", the Filer did not from November 1, 2010 to August 27, 2013, and does not, subsequent to May 30, 2018, meet the criteria of the Venture Issuer Definition.

9. Prior to its original listing on the Lima Exchange, the Filer obtained relief from the securities regulators in each of British Columbia, Ontario, Alberta, Saskatchewan and Manitoba from the requirement in the definition of "venture issuer" in section 1.1 of each of National Instrument 51-102 Continuous Disclosure Obligations, National Instrument 52-109 Certification of Disclosure in Issuer's Annual and Interim Filings, National Instrument 52-110 Audit Committees and National Instrument 58-101 Disclosure of Corporate Governance Practices, that a reporting issuer not, at the relevant time, have any of its securities listed or quoted on any of the Toronto Stock Exchange, a U.S. marketplace, or a marketplace outside of Canada and the United States of America other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc (the 2009 Relief). The Filer is now seeking to expand the 2009 Relief to apply to the Instruments in all the Jurisdictions, including in the Default Jurisdictions. The Filer is also seeking relief from the formal valuation requirements and minority approval requirements contained in MI 61-101 in the jurisdictions in which MI 61-101 has been adopted.

10. The Filer acknowledges that any right of action, remedy, penalty or sanction available to any person or company or to a securities regulatory authority against the Filer from November 1, 2010 to August 27, 2013 and from May 30, 2018 until the date of this decision are not terminated or altered as a result of this decision.

11. The Lima Exchange has two main segments on which securities may be traded. The Filer's securities are listed on the junior segment of the Lima Exchange -- the Risk Capital Segment of the Lima Exchange (Segmento de Capital de Riesgo de la Bolsa de Valores de Lima) (the Risk Capital Segment). The Risk Capital Segment is a junior segment and is a specialized market implemented by the Lima Exchange to provide junior mining companies the opportunity to obtain funding through the Peruvian capital markets. The listing of a security of an issuer on this segment is automatic (subject to submission and acceptance of the required application forms and sponsorship) if that issuer is already listed on certain stock exchanges, including the TSXV (the Dual Listing Program).

12. The Lima Exchange defers to the requirements of the issuer's primary stock exchange for issuers that list on the Risk Capital Segment through the Dual Listing Program. The Risk Capital Segment of the Lima Exchange is junior or equivalent to the TSXV in terms of its requirements and does not have any minimum listing, listing maintenance or continuous disclosure requirements for TSXV-listed issuers that are more onerous as compared with the TSX as it defers to the requirements of the TSXV with respect to TSXV-listed issuers, including the Filer. For a listing application, a TSXV-listed issuer must file a sponsorship report by a local broker dealer acting as a sponsor for the listing. In addition, an issuer must file all public disclosure documents filed in its home jurisdiction with the Lima Exchange. The Lima Exchange does not have any requirements for a mining issuer to hold a significant interest in a qualifying property, expenditure requirements or work program or exploration work limits.

13. The Lima Exchange requires the Filer to, and the Filer does and will continue to, comply with applicable laws and regulations of the Filer's home jurisdiction, including the policies of the TSXV.

14. The information that the Filer has provided regarding the Risk Capital Segment of the Lima Exchange and its status as a junior market for the purposes of review by staff of the Principal Regulator is accurate as of the date of this decision.

15. The Filer monitors the requirements of the Risk Capital Segment of the Lima Exchange on an ongoing basis, through both its Peruvian sponsor, Kallpa Securities Sociedad Agente De Bolsa S.A. (the Peruvian Sponsor) and its Chief Financial Officer, Paul Tweddle, who is designated as the Filer's representative with the Lima Exchange (the Lima Representative).

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:

(a) The Filer complies with the conditions and requirements of Canadian securities legislation applicable to a reporting issuer that satisfies the Venture Issuer Definition, including the rules and policies of the TSXV;

(b) The representations listed in paragraphs 11 through 14 above continue to be true;

(c) The Filer will monitor the representations made in paragraphs 11 through 14 above on an ongoing basis through both its Peruvian Sponsor, Kallpa Securities Sociedad Agente De Bolsa S.A., and the Lima Representative, Paul Tweddle, including periodic reviews of the requirements of the Risk Capital Segment of the Lima Exchange and its status as a junior market, and inform the Principal Regulator of any material change affecting the truth of said representations;

(d) The Filer will inform the Principal Regulator of any material change regarding the Risk Capital Segment of the Lima Exchange in terms of its requirements, the minimum listing requirements, the listing maintenance requirements or any other changes which relate to its status as a junior market and inform the Principal Regulator of whether any such change impacts its status as a junior market;

(e) The Risk Capital Segment of the Lima Exchange is not restructured in a manner that makes it unreasonable to conclude that it is still a junior market and that the representations listed in paragraphs 11 through 14 above continue to be true;

(f) The Filer continues to have its common shares listed on the TSXV;

(g) The Filer does not graduate from the Risk Capital Segment of the Lima Exchange to a more senior segment of the Lima Exchange;

(h) The Filer does not have any of its securities listed or quoted on any of the Toronto Stock Exchange, Aequitas NEO Exchange Inc., a U.S. marketplace or a marketplace outside of Canada and United Stated of America other than the Lima Exchange, the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Market Group plc;

(i) In the event an exemption under Canadian securities legislation applies to a requirement in the Instruments applicable to the Filer, and a condition to the exemption requires the issuer to be a venture issuer, the Filer may invoke the benefit of that exemption if the Filer meets the conditions required by the exemption except for the condition that the Filer be a venture issuer;

(j) In the event an exemption under Canadian securities legislation applies to a requirement applicable to the Filer as a reporting issuer who is not a venture issuer in the Instruments, and a condition to the exemption requires the issuer to not be a venture issuer, the Filer does not invoke the benefit of that exemption;

(k) For the purposes of the Minority Approval Relief, in addition to conditions (a) through (j) above, the Filer complies with the requirement to obtain minority approval in section 5.6 of MI 61-101, except that the Filer is entitled to rely on the exemption from the requirement to obtain minority approval set out in subsection 5.7(1)(b) of MI 61-101, despite subsection 5.7(1)(b)(i) of MI 61-101, provided that the other conditions of subsection 5.7(1)(b) of MI 61-101 are satisfied; and

(l) The Filer will not rely on the 2009 Relief.

OSC File #: 2023/0419