Securities Law & Instruments

Headnote

Subsection 1(11)(b) -- Order that issuer is a reporting issuer for the purposes of Ontario securities law -- Issuer already a reporting issuer in Alberta and British Columbia -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in Alberta and British Columbia substantially the same as those in Ontario -- Issuer has a substantial connection to Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, CHAPTER S.5, AS AMENDED

(the Act)

AND

IN THE MATTER OF

BRETT RESOURCES INC.

 

ORDER

(Subsection 1(11)(b))

UPON the application (the Application) of Brett Resources Inc. (the Applicant) to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law;

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON the Applicant representing to the Commission as follows:

1. The Applicant was incorporated under the laws of British Columbia on September 11, 1986 under the name "Lucky 7 Exploration Ltd." by registration of its Memorandum and Articles with the Registrar of Companies. On January 31, 1995 the name of the Applicant was changed to "Brett Resources Inc.".

2. The Applicant's head office, registered office and records office is located at 675 West Hastings Street, Suite 611, Vancouver, British Columbia, V6C 1N2.

3. The authorized share capital of the Applicant consists of an unlimited number of common shares of which 66,923,155 common shares are issued and outstanding as of the date hereof.

4. The Applicant has been a reporting issuer under the Securities Act (British Columbia) (the BC Act) since June 30, 1988 and under the Securities Act (Alberta) (the Alberta Act) since November 1999. The Applicant is not a reporting issuer or equivalent in any jurisdiction in Canada other than British Columbia and Alberta.

5. As of the date hereof, the Applicant is not on the list of defaulting reporting issuers maintained pursuant to the BC Act or the Alberta Act and is not in default of any of its obligations under the BC Act or the Alberta Act.

6. The continuous disclosure requirements of the BC Act and the Alberta Act are substantially the same as the requirements under the Act.

7. The continuous disclosure materials filed by the Applicant under the BC Act and the Alberta Act are available on the System for Electronic Document Analysis and Retrieval (SEDAR), with July 21, 1997 being the date of the first electronic filing on SEDAR by the Applicant.

8. The common shares of the Applicant are listed on the TSX Venture Exchange (the Exchange) under the trading symbol "BBR". The common shares of the Applicant are not traded on any other stock exchange or quotation system.

9. The Applicant is not in default of any of the rules or regulations of the Exchange.

10. The Applicant is not designated as a capital pool company by the Exchange.

11. On July 31, 2008, the Applicant issued to Kinross Gold Corporation (Kinross) an aggregate of 14,000,000 common shares of the Applicant as partial consideration for the acquisition by the Applicant from Kinross of a 40% interest in the Hammond Reef Gold Project (the Acquisition).

12. Kinross is a corporation incorporated under the laws of the Province of Ontario whose head and registered office is located in the Province of Ontario.

13. The Applicant has a significant connection to Ontario in that, as of the date of the completion of the Acquisition, more than 20% of the Applicant's issued and outstanding common shares were held directly or indirectly by residents of Ontario.

14. Pursuant to the policies of the Exchange, the Applicant is required to make an application to the Commission to be a reporting issuer in Ontario upon the Applicant becoming aware that it has a significant connection to Ontario.

15. None of the Applicant, its officers or directors, nor, to the knowledge of the Applicant and its officers and directors, any of its controlling shareholders, has:

(a) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;

(b) entered into a settlement agreement with a Canadian securities regulatory authority; or

(c) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision,

except as follows:

(d) on April 14, 2005, the Commission issued a permanent management cease trade order, which superseded a temporary management cease trade order dated April 1, 2005, against the directors, officers and insiders of Kinross for Kinross' failure to file its audited annual financial statements for the year ended December 31, 2004 as required under Ontario securities laws. The management cease trade order was allowed to lapse/expire on February 22, 2006 following Kinross becoming current with all of its regulatory filings in Ontario.

16. None of the Applicant, its officers or directors, nor, to the knowledge of the Applicant and its officers and directors, any of its controlling shareholders, is or has been subject to:

(a) any known ongoing or concluded investigations by:

(i) a Canadian securities regulatory authority; or

(ii) a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding ten (10) years.

17. None of the directors or officers of the Applicant, nor, to the knowledge of the Applicant and its directors and officers, any of its controlling shareholders, is or has been at the time of such event a director or officer of any other issuer which is or has been subject to:

(a) any cease trade or similar orders, or orders that denied access to any exemptions under Ontario securities laws, for a period of more than thirty (30) consecutive days, within the preceding ten (10) years; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding ten (10) years.

18. The Applicant will remit all participation fees due and payable by it pursuant to Ontario Securities Commission Rule 13-502 Fees by no later than two (2) business days from the date hereof.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to subsection 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.

DATED December 18, 2008

"Jo-Anne Matear"
Assistant Manager, Corporate Finance