SXR Uranium One Inc. - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief Applications - Relief from the requirements of subsection 4.3(2) of National Instrument 51-102 - Continuous Disclosure Obligations to include comparative financial information in respect of the first and third quarters of 2005 in its interim financial statements for the first and third quarters of 2006, subject to conditions - Filer is result of reverse-takeover transaction involving South African company that prepared financial information on half-yearly as opposed to quarterly basis - comparative financial information for first and third quarters of 2005 not prepared - Available comparative financial information for second quarter of 2005 will be included in corresponding comparative interim financial statements for 2006 - To a reasonable person, it is impracticable to present prior period information on a basis consistent with subsection 4.3(2) of NI 51-102.
Applicable Legislative Provisions
National Instrument 51-102 - Continuous Disclosure Obligations, ss. 4.3(2), 13.1.
Addendum
[If at the time of making the decision, the decision maker in the principal regulator jurisdiction makes any comments about the application that would be relevant to staff or a decision maker in a non-principal regulator jurisdiction, staff should prepare an addendum to the memorandum summarizing the comments prior to circulating materials for opt-in.]
May 4, 2006
IN THE MATTER OF
THE SECURITIES LEGISLATION
OF ONTARIO AND NEW BRUNSWICK
(THE JURISDICTIONS)
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
SXR URANIUM ONE INC.
(THE FILER)
MRRS DECISION DOCUMENT
Background
The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption from the requirements of Section 4.3(2) of National Instrument 51-102 - Continuous Disclosure Obligations (NI 51-102) to provide the following comparative interim financial information for the 2006 financial year:
(a) balance sheet as at the end of the interim period ending (i) three months from the first day of the 2005 financial year (the First Quarter), and (ii) nine months from the first day of the 2005 financial year (the Third Quarter);
(b) an income statement, a statement of retained earnings and a cash flow statement as at the end of the First Quarter and Third Quarter of 2005; and
(c) an income statement and cash flow statement for the three month period ending on June 30, 2005 and for the three month period ending on the last day of the Third Quarter of 2005.
(the Requested Relief).
Under the Mutual Reliance Review System for Exemptive Relief Applications, (a) Ontario is the principal regulator for this application and (b) the MRRS decision document evidences the decision of each Decision Maker.
Interpretation
Defined terms contained in National Instrument 14-101 - Definitions have the same meaning in this decision unless they are defined in this decision.
Representations
This decision is based on the following facts represented by the Filer:
1. The Filer is a corporation continued under the Canada Business Corporations Act, with its head office in Toronto at 26 Wellington Street East, Suite 820, Toronto, Ontario, M5E 1S2.
2. The Filer is a result of a reverse take over (the RTO) of Southern Cross Resources Inc. (Southern Cross) by Aflease Gold and Uranium Resources Limited (Aflease) which was completed in December 2005.
3. Southern Cross and Aflease entered into a definitive acquisition agreement on September 14, 2005, providing for the acquisition by Southern Cross by way of a scheme of arrangement under the South African Companies Act of all of the ordinary shares of Aflease on the basis of 0.18 of a common share of Southern Cross for each outstanding Aflease ordinary share, as well as a 5:1 consolidation of Southern Cross' common shares and a change in corporate name to sxr Uranium One Inc.
4. The common shares of the Filer are listed and posted for trading on The Toronto Stock Exchange. The Filer is a reporting issuer under the securities legislation of Ontario and New Brunswick and is not in default of any of the requirements of the Legislation in any Jurisdiction.
5. Aflease was incorporated under the South African Companies Act in 1921, with its head office in Johannesburg at 55 Empire Road, Parktown, South Africa. Prior to the completion of the RTO, the ordinary shares of Aflease traded on the JSE Limited (the Johannesburg stock exchange).
6. Aflease is not and has not, at any time, been a reporting issuer in any Canadian jurisdiction.
7. During the year ended December 31, 2005, in accordance with the rules of the Johannesburg stock exchange applicable to developmental companies, Aflease prepared half-yearly, and not quarterly, interim financial statements.
8. To a reasonable person, it is impracticable to present prior period information on a basis consistent with subsection 4.3(2) of NI 51-102.
9. The prior period information that is available will be presented in the comparative interim financial statements for the period ending six months from the first day of the 2006 financial year of the Filer.
Decision
The Decision Makers being satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the decision has been met.
The decision of the Decision Makers under the Legislation is that the Requested Relief is granted provided that the Filer includes in the notes to its interim financial statements in respect of the periods ending three and nine months from the first day of the Filer's 2006 financial year the fact that the prior-period information has not been prepared on a basis consistent with the most recent interim financial information.