TVX Gold Inc. - MRRS Decision
Headnote
Mutual Reliance Review System for ExemptiveRelief Applications - Issuer has 18 beneficial security holders,issuer deemed to have ceased to be a reporting 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, NEWFOUNDLAND ANDLABRADOR, NOVA SCOTIA,
ONTARIO, QUEBEC AND SASKATCHEWAN
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
TVX GOLD INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker", andcollectively, the "Decision Makers") in each of theProvinces of Alberta, Newfoundland and Labrador, Nova Scotia,Ontario, Québec and Saskatchewan (the "Jurisdictions")has received an application (the "Application") fromTVX Gold Inc. (the "Filer") for a decision under thesecurities legislation of each of the Jurisdictions (the "Legislation")that the Filer be deemed to have ceased to be a reporting issuer.
AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor this application;
AND WHEREAS the Filer has representedto the Decision Makers that:
1. The Filer was originally incorporated underthe laws of British Columbia on February 18, 1980, was continuedunder the laws of Ontario on October 31, 1984, was subsequentlycontinued under the Canada Business Corporations Acton January 7, 1991 and is the continuing corporation resultingfrom a January 31, 2003 amalgamation with 4082389 Canada Inc.("Kinross Subco") under the Canada Business CorporationsAct.
2. The head office of the Filer is in theProvince of Ontario.
3. The Filer is a reporting issuer in allof the provinces and territories of Canada and is not in defaultof any of any requirements of the Legislation.
4. The Filer is principally engaged in theacquisition, financing, exploration, development and operationof precious and base mining properties, and holds interestsin operating mines located in Canada, Brazil, Chile and Greeceas well as interests in other exploration and developmentproperties.
5. On January 31, 2003, Kinross Gold Corporation("Kinross"), Echo Bay Mines Ltd. ("Echo Bay"),Kinross Subco and the Filer completed a plan of arrangement(the "Arrangement") under the Canada BusinessCorporations Act for the purpose of combining the ownershipof their respective businesses.
6. On January 31, 2003, the Filer and a subsidiaryof the Filer completed a separate transaction with a subsidiaryof Newmont Mining Corporation ("Newmont") pursuantto which the Filer acquired Newmont's approximate 50% non-controllinginterest in the TVX Newmont Americas joint venture (the "NewmontInterest") for an aggregate purchase price of US$180million.
7. The authorized capital of the Filer consistsof an unlimited number of common shares, of which 43,352,050common shares were issued and outstanding as of January 31,2003, prior to the Arrangement becoming effective.
8. Pursuant to the Arrangement, the Fileramalgamated with Kinross Subco, a newly formed, wholly-ownedsubsidiary of Kinross, and each holder of common shares ofthe Filer received 2.1667 common shares of Kinross for eachcommon share of the Filer and each holder of stock optionsand warrants of the Filer became entitled to receive 2.1667common shares of Kinross upon the exercise of each such optionor warrant.
9. The common shares of the Filer were delistedfrom the Toronto Stock Exchange on February 6, 2003 and fromthe New York Stock Exchange on February 3, 2003. The Filerdoes not have any of its securities listed or quoted on anyexchange or market.
10. As a result of the completion of the Arrangementand the purchase of the Newmont Interest, Kinross owns allof the outstanding common shares of the Filer and also owns,indirectly, all of the Newmont Americas joint venture.
11. The common shares of Kinross are listedon both the Toronto Stock Exchange and the New York StockExchange.
12. The Filer has options ("Options")outstanding to acquire 1,497,671 common shares of Kinrossand warrants ("Warrants") outstanding to acquire17,334 common shares of Kinross.
13. The Filer currently has 16 beneficialholders of Options in Canada, of which two are resident inthe Province of Alberta, six are resident in the Provinceof Manitoba, eight are resident in the Province of Ontario,and none of which are resident in the Provinces of BritishColumbia, Saskatchewan, Québec, Nova Scotia or Newfoundlandand Labador. The one beneficial holder of Warrants is notresident in Canada.
14. Other than the common shares, the Optionsand the Warrants, the Filer has no other securities, includingdebt securities, outstanding.
15. The Filer does not intend to seek publicfinancing by way of an offering of its securities.
AND WHEREAS, pursuant to the System,this MRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");
AND WHEREAS each of the Decision Makersis satisfied that the test contained in the securities legislationof the Jurisdiction that provides the Decision Maker with thejurisdiction to make the Decision 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.
February 27, 2003.
"Heidi Franken"