St. Eugene Mining Corporation Limited -- s. 1(11)(b)
Headnote
Subsection 1(11)(b) -- Order that the issuer is a reporting issuer for the purposes of Ontario securities law -- Issuer already a reporting issuer in Alberta and British Columbia -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in Alberta and British Columbia substantially the same as those in Ontario -- Issuer has a significant connection to Ontario.
Statutes Cited
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).
IN THE MATTER OF
THE SECURITIES ACT
R.S.O. 1990, CHAPTER S.5, AS AMENDED
(the Act)
AND
IN THE MATTER OF
ST. EUGENE MINING CORPORATION LIMITED
ORDER
(clause 1(11)(b))
UPON the application of St. Eugene Mining Corporation Limited (the Applicant) to the Ontario Securities Commission (the Commission) for an order pursuant to clause 1(11) (b) of the Act that, for the purposes of Ontario securities law, the Applicant is a reporting issuer in Ontario;
AND UPON considering the application and the recommendation of the staff of the Commission;
AND UPON the Applicant representing to the Commission as follows:
1. The Applicant was organized under the laws of British Columbia and its head office is located at 80 Richmond Street West, Suite 508, Toronto, Ontario M5H 2A4.
2. The Applicant has been a reporting issuer under the Securities Act (Alberta) (the Alberta Act) and the Securities Act (British Columbia) (the BC Act) since November 3, 2005 and is not a reporting issuer or the equivalent in any jurisdiction in Canada other than Alberta or British Columbia.
3. The Applicant's common shares are traded or quoted on the TSX Venture Exchange (the Exchange) under the trading symbol "SEM" and not on any other stock exchange or trading or quotation system.
4. The Applicant is in good standing with respect to the rules, regulations and policies of the Exchange.
5. The Applicant is not designated as a capital pool company by the Exchange.
6. The Applicant is not on the lists of defaulting reporting issuers maintained pursuant to the BC Act and Alberta Act and, to the best of its knowledge, is not in default of any requirement of either the BC Act and Alberta under the Alberta Act or the rules and regulations made thereunder.
7. The continuous disclosure document requirements of the BC Act and Alberta Act are substantially the same as the continuous disclosure requirements under the Act.
8. The continuous disclosure materials filed by the Applicant under the BC Act and Alberta Act are available on the System for Electronic Document Analysis and Retrieval.
9. Neither the Applicant nor any of its directors, officers or controlling shareholders have:
(i) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;
(ii) entered into a settlement agreement with a Canadian securities regulatory authority; or
(iii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.
10. Except as noted below, neither the Applicant nor any of its directors, officers or controlling shareholders have been subject to:
(i) any known ongoing or concluded investigations by:
A. a Canadian securities regulatory authority; or
B. a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or
(ii) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the past 10 years.
other than:
Pamela Strand, a director of the Applicant since October 26, 2009, was from 2001 until January 24, 2008 a director and officer of Garson Gold Corp. (prior to July 2007 known as Piper Capital Inc. (Piper), then a Capital Pool Corporation (CPC) pursuant to the policies of the Exchange). By letter dated August 13, 2004 to Piper, the Exchange advised that it had concluded that Piper and its directors and officers had contravened the CPC policies of the Exchange and imposed the requirement upon Ms. Strand, as the Chief Operating Officer and a director of Piper, that she complete a corporate governance course acceptable to the Exchange (which course was completed by Ms. Strand in October, 2004) and that Ms. Strand obtain Exchange acceptance prior to any proposed involvement with any other CPC listed on the Exchange in any capacity
11. None of the directors, officers or controlling shareholders of the Applicant is or has been, at the time of such event, an officer or director of any other issuer which is or has been subject to:
(i) any cease trade or similar orders, or orders that denied access to any exemptions under applicable Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or
(ii) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.
12. The Applicant has completed an analysis of its registered shareholder list and a list of its non-objecting beneficial shareholders prepared as at November 2, 2010, the record date set for the annual and special shareholder meeting of the Applicant to be held on December 7, 2010. Pursuant to this assessment, the Applicant's registered shareholders resident in Ontario hold approximately 12.95% of its issued common shares and the Applicant's non-objecting beneficial shareholders resident in Ontario hold approximately 9.89% of its issued common shares, for an aggregate of approximately 22.84% of the Applicant's issued common shares.
13. Further, as a result of recent changes to the Applicant's Board of Directors and management team, a majority of the Applicant's directors and its Chief Executive Officer are resident in, and its head office has recently been re-located to, Ontario.
14. As a result of the percentage of the Applicant's issued common shares held by shareholders resident in Ontario and a majority of the Applicant's directors and its Chief Executive Officer being resident, and its head office being located, in Ontario, the Applicant has a significant connection to Ontario.
AND UPON the Commission being satisfied that granting this Order would not be prejudicial to the public interest;
IT IS HEREBY ORDERED pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.
DATED at Toronto on this 16th day of December, 2010.