Dayton Mining Corporation - MRRS Decision
Headnote
MutualReliance Review System for Exemptive Relief Applications - reliefgranted from the requirement to prepare and file a technical reportin connection with an arrangement - property only to be in operationuntil the middle of 2002ApplicableOntario Provisions
NationalInstrument 43-101 Standards of Disclosure for Mineral Projects,ss. 4.2 and 9.1INTHE MATTER OF
THESECURITIES LEGISLATION OF BRITISH COLUMBIA, ALBERTA,
SASKATCHEWAN,MANITOBA, ONTARIO, NEWFOUNDLAND AND LABRADOR,
NEWBRUNSWICK, AND PRINCE EDWARD ISLAND
AND
INTHE MATTER OF
THEMUTUAL RELIANCE REVIEW SYSTEM
FOREXEMPTIVE RELIEF APPLICATIONS
AND
INTHE MATTER OF
DAYTONMINING CORPORATION
MRRSDECISION DOCUMENT
WHEREASthe local securities regulatory authority or regulator (the "DecisionMaker") in each of British Columbia, Alberta, Saskatchewan, Manitoba,Ontario, Newfoundland and Labrador, New Brunswick, and PrinceEdward Island (the "Jurisdictions") has received an applicationfrom Dayton Mining Corporation ("Dayton") for a decision underthe securities legislation in the Jurisdictions (the "Legislation")that the requirement contained in the Legislation to file a currenttechnical report for a material property (the "Technical ReportRequirement") shall not apply to Dayton with respect to its interestin the Rawhide Mine (as defined below) in connection with thefiling and distribution of a joint information circular (the "Circular")with Pacific Rim Mining Corporation ("Pacific Rim"); ANDWHEREAS under the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the British Columbia SecuritiesCommission is the principal regulator for this application; ANDWHEREAS Dayton has represented to the Decision Makersthat: 1.Dayton is an international mining resource company engaged, bothdirectly and through its wholly-owned subsidiaries, in the acquisitionand development of precious metals properties; 2.Dayton was incorporated under the laws of British Columbia onMay 7, 1985 and is a reporting issuer or the equivalent in eachof the provinces of Canada except Québec and Nova Scotia; 3.Dayton's authorized share capital is 1,000,000,000 common shares,of which 31,123,974 common shares are outstanding as of January 8,2002; Dayton's common shares are currently listed on The TorontoStock Exchange (the "TSE") and the American Stock Exchange underthe symbol "DAY"; 4.Dayton's head office is located at Suite 2393 - Three BentallCentre, 595 Burrard Street, P.O. Box 49186, Vancouver, BritishColumbia, V7X 1K8; 5.Dayton has been a reporting issuer since 1991 and is currentlyin good standing in all of the Jurisdictions; 6.Pacific Rim was incorporated under the laws of British Columbiaon January 7, 1986 and is currently a reporting issuer inBritish Columbia, Alberta and Ontario; Pacific Rim's authorizedcapital is 100,000,000 common shares of which 23,498,600 commonshares are outstanding as of January 8, 2002; Pacific Rim's commonshares are currently listed on the TSE; 7.on January 8, 2002, Dayton entered into an amalgamation agreementwith Pacific Rim under which Dayton and Pacific Rim will amalgamate(the "Amalgamation") to form an amalgamated company named "PacificRim Mining Corp." ("Amalco"); under the Amalgamation, Dayton shareholderswill receive 1.760 common shares of Amalco in exchange for eachcommon share of Dayton, and Pacific Rim shareholders will receiveone common share of Amalco in exchange for each common share ofPacific Rim; as a result of the Amalgamation, Dayton shareholderswill hold 70% of Amalco's outstanding common shares and PacificRim shareholders will hold 30% of Amalco's outstanding commonshares; 8.Dayton and Pacific Rim must obtain their respective shareholders'approval of the Amalgamation by special resolution at a meetingto be held on or around April 2, 2002 (the "Meeting"); inconnection with the Meeting, Dayton and Pacific Rim will filein the Jurisdictions and distribute to their respective shareholdersthe Circular containing disclosure of the business and affairsof each company, including disclosure on mineral projects on materialproperties; 9.section 4.2 of National Instrument 43-101 Standards of Disclosurefor Mineral Projects ("NI 43-101") requires an issuer tofile a current technical report to support information disclosedin certain documents, including an information circular, filedor made available to the public in a Canadian jurisdiction describingmineral projects on a property material to the issuer; 10.Dayton currently holds an interest in two material properties: (a)the El Dorado exploration property located in El Salvador; a geologicalreport on this property was completed by an independent qualifiedperson, as defined in NI 43-101, in March, 2000; and (b)a 49% non-operating interest in the Denton-Rawhide Mine (the "RawhideMine") located in Nevada, U.S.A. which Dayton acquired in April,2000; 11.the Rawhide Mine is an open-pit heap leach gold mine, which hasbeen in continuous operation for approximately ten years; 12.the operator and 51% owner of the Rawhide Mine is Kennecott MiningCorporation ("Kennecott"), a wholly-owned subsidiary of Rio Tintoplc ("Rio Tinto"); Rio Tinto is a public company registered inthe United Kingdom and its shares are currently listed on theNew York Stock Exchange and the Australian Stock Exchange; 13.no independent technical report has been prepared on the RawhideMine; and 14.Dayton and Kennecott intend to cease open pit mining operationsat the Rawhide Mine by the middle of 2002 and only stockpiledore will be placed on leach pads until early 2003; ANDWHEREAS under the System, this MRRS Decision Documentevidences the decision of each Decision Maker (collectively, the"Decision"); ANDWHEREAS each of the Decision Makers is satisfied thatthe test contained in the Legislation that provides the DecisionMaker with the jurisdiction to make the Decision has been met; THEDECISION of the Decision Makers under the Legislationis that the Technical Report Requirement shall not apply to Daytonwith respect to its interest in the Rawhide Mine in connectionwith the filing and distribution of the Circular. February12, 2002. "BrendaLeong"