Nufcor Uranium Limited
Headnote
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Relief granted to file a prospectus more than 90 days after the date of the receipt for the preliminary prospectus -- 30-day extension of filing deadline granted.
Applicable Legislative Provisions
National Instrument 41-101 General Prospectus Requirements, ss. 2.3(1), 19.1.
September 25, 2008
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
NUFCOR URANIUM LIMITED
(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") granting relief from the prohibition contained in paragraph 2.3(1) of National Instrument 41-101 -- General Prospectus Requirements ("NI 41-101") against an issuer filing a final prospectus more than 90 days after the date of the receipt for the preliminary prospectus (the "Exemption Sought").
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions:
(a) the Ontario Securities Commission is the principal regulator for this application (the "Principal Regulator"), 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 British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Newfoundland and Labrador, Prince Edward Island, the Northwest Territories, Nunavut and the Yukon.
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 in this decision.
Representations
This decision is based on the following facts represented by the Filer:
1. The Filer is incorporated under the Companies (Guernsey) Laws 1994 to 2001 and registered on June 28, 2006. The Filer's registered office is located in Guernsey, Channel Islands.
2. The Filer is a non-redeemable investment fund created to invest substantially all of its assets in U308 and UF6 (collectively, "Uranium Assets" or "Uranium"). The investment objective of the Filer is to provide long-term capital appreciation by buying and holding Uranium Assets. The Filer's investment mandate provides investors with the opportunity to invest in Uranium Assets and obtain investment exposure to the price of Uranium in a manner that does not directly include all of the risks associated with investment in companies that explore for, mine and process Uranium. The strategy of the Filer is to acquire long-term holdings of Uranium and not to actively trade or speculate with regard to short-term changes in the price of Uranium.
3. The ordinary shares of the Filer are admitted for trading on the AIM of the London Stock Exchange plc under the trading symbol NU.
4. On June 27, 2008 the Filer was issued a receipt by the OSC in respect of a preliminary prospectus dated June 27, 2008 filed in each of the provinces and territories of Canada.
5. The Filer received clearance from the OSC to file a final prospectus on August 28, 2008.
6. Pursuant to the Filer's Articles of Association, unless authorized by the Filer's shareholders, the Filer may not issue Ordinary Shares at a discount to the Filer's most recently published monthly net asset value.
7. As at September 16, 2008, the Filer's Ordinary Share price was trading at approximately a 34% discount to the Filer's most recently published monthly net asset value.
8. On or about September 17, 2008, the Filer's Board of Directors, pursuant to advice from its banking syndicate, led by Canaccord Capital Corporation and including Deutsche Bank Securities Limited, CIBC World Markets, BMO Capital Markets, TD Securities, and GMP Securities, decided to discontinue the Offering, as described in the preliminary prospectus and the final prospectus cleared by the OSC, on account of market conditions and movements in the price of uranium affecting the Filer's net asset value and in turn, affecting the Filer's ability to issue Ordinary Shares under the Offering.
9. Notwithstanding the Filer's decision to discontinue the Offering, the Filer is seeking reporting issuer status in each of the provinces and territories of Canada.
10. At the earliest opportunity the Filer intends to prepare and submit for review by the OSC a revised version of the final prospectus previously cleared by the OSC on August 28, 2008, deleting all references to the Offering and converting such prospectus into a non-offering prospectus.
11. The Filer is engaged in ongoing discussions with OSC staff regarding the process for the filing of, and the issuance of a receipt for, a non-offering final prospectus. Subject to the outcome of such discussions, the Filer anticipates filing the final prospectus within 30 days of the date hereof.
12. The Filer has applied and received conditional listing approval to list its securities on the TSX, subject to the filing of, and the issuance of a receipt for, a non-offering final prospectus and the fulfillment of certain standard listing conditions.
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 the Filer's final prospectus is filed not later than October 27, 2008.