Mutual Reliance Review System for ExemptiveRelief Applications - Decision declaring corporation to be nolonger a reporting issuer following the acquisition of all ofits outstanding securities by another issuer.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c. S.5, as am.,s. 83.
IN THE MATTER OF
THE SECURITIES LEGISLATIONOF
ALBERTA, SASKATCHEWAN, ANDONTARIO
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
BIG ROCK BREWERY LTD.
MRRS DECISION DOCUMENT
1. WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") ineach of Alberta, Saskatchewan, and Ontario (the "Jurisdictions")has received an application from Big Rock Brewery Ltd. ("BigRock") for a decision under the securities legislationof the Jurisdictions (the "Legislation") that BigRock be deemed to have ceased to be a reporting issuer underthe Legislation;
2. AND WHEREAS under the Mutual Reliance ReviewSystem for Exemptive Relief Application (the "System"),the Alberta Securities Commission is the principal regulatorfor the application;
3. AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions or in Québec Commission Notice 14-101;
4. AND WHEREAS Big Rock has represented tothe Decision Makers that:
4.1 Big Rock is a corporation formed byan amalgamation (the "Amalgamation") among BigRock Brewery Ltd. and 1015047 Alberta Ltd. ("AcquisitionCo"),as part of a statutory arrangement (the "Arrangement")that occurred on January 10, 2003 under section 193 of theBusiness Corporations Act (Alberta) involving BigRock, AcquisitionCo, Big Rock Income Trust (the "Trust")and the shareholders and optionholders of Big Rock;
4.2 Big Rock is currently a reporting issuerin the Jurisdictions and became a reporting issuer in Albertaas a result of the Amalgamation;
4.3 Big Rock is not in default of any requirementsof the Legislation;
4.4 the head and registered office of BigRock is located in Calgary, Alberta;
4.5 the authorized capital of Big Rock consistsof an unlimited number of common shares (the "CommonShares"), class "A" shares ("Class "A"Shares"), class "B" shares ("Class "B"Shares"), class "C" shares ("Class "C"Shares") and preferred shares of which there are currently100 Class "A" Shares and 5,486,556 Class "C"Shares outstanding, all of which are held by the Trust;
4.6 the Trust is an unincorporated open-endedlimited purpose trust established under the laws of Albertaand governed by a trust indenture dated November 18, 2002;
4.7 the head and registered office of theTrust is located in Calgary, Alberta;
4.8 the Trust is a reporting issuer in theJurisdictions and in British Columbia, and is not in defaultof any of the requirements of the Legislation;
4.9 the trust units (the "Trust Units")of the Trust have been listed and posted for trading onthe Toronto Stock Exchange since January 15, 2003;
4.10 under the Arrangement, Big Rock shareholdersindirectly received one Trust Unit of the Trust in exchangefor each Common Share held;
4.11 as a result of the Arrangement, allof the outstanding Common Shares and Class "B"Shares were cancelled and all of the Class "A"Shares and Class "C" Shares are held by the Trust;
4.12 the consolidated financial statementsof the Trust will include the results of Big Rock's operations;
4.13 in addition to the outstanding Class"A" Shares and Class "C" Shares, andin connection with the Arrangement, Big Rock issued unsecurednotes in the aggregate principal amount of $37,815,827 (the"Notes") issued under a note indenture dated January10, 2003;
4.14 all of the Notes are held by the Trust;
4.15 the Common Shares of Big Rock BreweryLtd. were delisted from the Toronto Stock Exchange on January15, 2003 and were delisted from the NASDAQ system on January13, 2003, and no securities of Big Rock are listed or quotedon any exchange or market;
4.16 other than the outstanding Class "A"Shares, Class "C" Shares and Notes, Big Rock hasno securities, including debt securities, outstanding; and
4.17 Big Rock does not intend to seek publicfinancing by way of an offering of its securities;
5. AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each of the DecisionMakers (collectively, the "Decision");
6. AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the Jurisdiction to makethe Decision has been met;
7. THE DECISION of the Decision Makers underthe Legislation is that Big Rock is deemed to have ceasedto be a reporting issuer under the Legislation.
March 6, 2003.
"Patricia M. Johnston"