Miramar HBG Inc. - MRRS Decision
Headnote
Mutual Reliance Review System for ExemptiveRelief Applications - Decision declaring corporation to be nolonger a reporting issuer following the acquisition of all ofits outstanding securities by another issuer.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c. S.5, as am.,s. 83.
IN THE MATTER OF
THE SECURITIES LEGISLATIONOF
ALBERTA, SASKATCHEWAN, ONTARIO,QUÉBEC, NOVA SCOTIA
AND NEWFOUNDLAND AND LABRADOR
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
MIRAMAR HBG INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta, Saskatchewan, Ontario, Québec, Nova Scotiaand Newfoundland and Labrador (the "Jurisdictions")has received an application from Miramar HBG Inc. (the "Filer")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that the Filer be deemed to haveceased to be a reporting issuer under the Legislation;
AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Nova Scotia Securities Commission is the principal regulatorfor this application;
AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions or in Québec Commission Notice 14-101;
AND WHEREAS the Filer has representedto the Decision Makers that:
1. The Filer was formed upon the amalgamation(the "Amalgamation") on May 24, 2002 of Hope BayGold Corporation Inc. ("Hope Bay") and 9114-6696Québec Inc. ("Subco"), a wholly-owned subsidiaryof Miramar Mining Corporation ("Miramar") that wasincorporated on March 22, 2002. The head office of the Fileris located in North Vancouver, British Columbia.
2. Pursuant to the Amalgamation, former commonshareholders of Hope Bay received common shares of Miramarin exchange for their common shares of Hope Bay, and the Filerbecame a wholly-owned subsidiary of Miramar. The purpose ofthe Amalgamation was to combine Hope Bay and Miramar to createa larger gold mining and exploration company focused on theCanadian North.
3. As at August 31, 2002, the authorized sharecapital of the Filer consisted of an unlimited number of ClassA shares without par value (the "Shares"), of which39,464,431 Shares were outstanding and owned by Miramar.
4. Prior to the Amalgamation, Hope Bay wasa reporting issuer in each of the Jurisdictions and its commonshares were listed on The Toronto Stock Exchange (the "TSX").The Filer is now a reporting issuer in the Jurisdictions byvirtue of the Amalgamation.
5. The common shares of Hope Bay have beendelisted from the TSX, and no securities of the Filer arelisted or quoted on any exchange or market.
6. Miramar is a reporting issuer or the equivalentunder the securities legislation of each province and territoryof Canada and the Miramar common shares are listed for tradingon the TSX;
7. Prior to the Amalgamation, 8,950,000 commonshares of Hope Bay were reserved for issuance under outstandingstock options of Hope Bay (the "Options") and 16,519,667common shares of Hope Bay were reserved for issuance underoutstanding warrants of Hope Bay (the "Warrants").The outstanding Options and Warrants were assumed by Miramarunder the Amalgamation but remain as securities of the Filer.Holders of the Options and Warrants are now entitled to receivecommon shares of Miramar upon exercise of the Options andWarrants.
8. To the knowledge of the Filer, there arecurrently a total of four holders of Options resident outsideCanada, one resident in British Columbia, two resident inOntario and three resident in Quebec; there are five holdersof Warrants resident in Ontario and two resident in BritishColumbia.
9. Other than the Options, the Warrants andthe Shares owned by Miramar, there are no other securities,including debt securities, of the Filer outstanding.
10. The Filer does not intend to seek publicfinancing by way of an offering of its securities.
11. Other than its failure to file an annualinformation form for the year ended December 31, 2001 forHope Bay in certain Jurisdictions and the interim financialstatements of the Filer for the quarters ended March 31, 2002,June 30, 2002 and September 30, 2002, the Filer is not indefault under the Legislation.
AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");
AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;
THE DECISION of the Decision Makers underthe Legislation is that the Filer is deemed to have ceased tobe a reporting issuer under the Legislation.
January 23, 2003.
"H. Leslie O'Brien"