Vermilion Resources Ltd. - MRRS Decision
IN THE MATTER OF
THE SECURITIES LEGISLATION
OF ALBERTA, BRITISH COLUMBIA, AND ONTARIO
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
VERMILION RESOURCES LTD.
MRRS DECISION DOCUMENT
1. WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Alberta, BritishColumbia and Ontario (the "Jurisdictions") has received an application from Vermilion Resources Ltd. (the"Filer") for a decision under the securities legislation of the Jurisdictions (the "Legislation") that the requirementscontained in the Legislation for an insider of a reporting issuer to file insider reports disclosing the insider'sdirect or indirect beneficial ownership of, or control or direction over, securities of the reporting issuer (the"Insider Reporting Requirement") shall not apply to directors and senior officers of the Filer with respect to theiracquisition of common shares of the Filer ("Common Shares") under the Filer's Employee Share Ownershipand Group RRSP Savings Plan (the "Plan"), under certain conditions;
2. AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the"System"), the Alberta Securities Commission is the principal regulator for this application;
3. AND WHEREAS the Filer has represented to the Decision Makers that:
3.1 the Filer is a corporation incorporated on November 23, 1993 pursuant to the provisions of theBusiness Corporations Act (Alberta) (the "Act") as Vermilion Resources Ltd. On February 6, 1995,Vermilion Resources Ltd. amalgamated with Vista Nuova Energy Inc. pursuant to the provisions of theAct and continued under the name Vermilion Resources Ltd;
3.2 the authorized capital of the Filer consists of an unlimited number of Common Shares and an unlimitednumber of Preferred Shares, of which approximately 53,710,000 Common Shares are issued andoutstanding;
3.3 the Filer is a reporting issuer or the equivalent in each of the Jurisdictions and in Quebec and is notin default of any requirements of the Legislation. The Common Shares of the Filer are listed andposted for trading on the Toronto Stock Exchange (the "TSE");
3.4 the Filer's head office is located in Calgary, Alberta;
3.5 all active full-time employees of the Filer are eligible to participate in the Plan upon completion of a3-month waiting period from commencement of their employment. Participation in the Plan isvoluntary;
3.6 the Plan allows participants to contribute up to 5% of their monthly base salary by way of payrolldeduction toward the purchase of Common Shares, which contribution is matched by the Filer;
3.7 acquisitions of Common Shares under the Plan are made by an independent administrator, BMONesbitt Burns Inc. (the "Trustee"), in the open market, with all associated fees being paid by the Filer;
3.8 contributions are sent to the Trustee each month, who then purchases Common Shares on the openmarket at the then current market price through the facilities of the TSE. The balance of the funds areto be invested by the Trustee as directed by the participating employee. All account fees associatedwith administering the Plan and all fees associated with the purchase of the Common Shares are paidby the Filer;
3.9 the number of Common Shares that may be purchased under the Plan is limited by the number ofemployees participating in the Plan and their respective salaries and will be minimal in relation to thetotal number of Common Shares issued and outstanding;
3.10 the Plan does not provide participants with the option to make lump sum contributions;
3.11 insiders of the Filer have no authority to determine the prices or times at which the Common Sharesare purchased on his or her behalf under the Plan. The timing of Common Share acquisitions, thenumber of shares purchased, and the price paid for shares are established by criteria set out in thePlan. The Plan is an "automatic securities purchase plan" as such term is defined in proposedNational Instrument 55-101 - Exemption from Certain Insider Reporting Requirements (2000), 23OSCB 4221) ("Proposed NI 55-101");
3.12 unless this order is granted, each director and senior officer of the Filer who elects to participate in thePlan would be subject to the Insider Reporting Requirement each time he or she acquires CommonShares under the Plan;
4. AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");
5. AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Makers with the jurisdiction to make the decision has been met;
6. THE DECISION of the Decision Makers under the Legislation is that, subject to the restrictions set forth below,the Insider Reporting Requirement shall not apply to directors or senior officers of the Filer with respect toacquisitions of Common Shares of the Filer pursuant to the Plan, provided that:
6.1 the director or senior officer files a report disclosing, in the form prescribed for the Insider ReportingRequirement, all acquisitions of Common Shares under the Plan that have not previously beenreported by or on behalf of such director or senior officer:
6.1.1 for any Common Shares acquired under the Plan during a calendar year which have beendisposed of or transferred during the calendar year within the time required by the Legislationfor reporting the disposition or transfer; and
6.1.2 for any Common Shares acquired under the Plan during a calendar year, which have notbeen disposed of or transferred, within 90 days of the end of the calendar year; and
6.2 such exemption is not available to a director or senior officer who beneficially owns, directly orindirectly, voting securities of the Filer, or exercises control or direction over voting securities of theFiler, or a combination of both, that carry more than 10% of the voting rights attaching to alloutstanding voting securities of the Filer;
6.3 this decision terminates on the effective date of Proposed NI 55-101 or any legislation or rule dealingwith similar exemptions from the Insider Reporting Requirement.
DATED at Edmonton, Alberta this 17th day of January, 2001.
"Agnes Lau"