Securities Law & Instruments

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- Issuer has only one security holder -- issuer deemed to have ceased being a reporting issuer.

Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.


IN THE MATTER OF

THE SECURITIES LEGISLATION OF
ONTARIO, ALBERTA AND QUEBEC

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
EAGC VENTURES CORP.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of the provinces of Alberta, Ontario and Québec (collectively, the "Jurisdictions") has received an application from EAGC Ventures Corp. (the "Filer") for a decision under the securities legislation of the Jurisdictions (the "Legislation") that the Filer be deemed to have ceased to be a reporting issuer under the Legislation;

AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Ontario Securities Commission is the principal regulator for this application;

AND WHEREAS, unless otherwise defined, the terms herein have the meaning set out in National Instrument 14-101 Definitions or in Québec Commission Notice 14-101;

AND WHEREAS the Filer has represented to the Decision Makers that:

1. The Filer was formed under the laws of Ontario and is a reporting issuer in each of the Jurisdictions;

2. The Filer's head office is located in Vancouver, British Columbia;

3. The authorized capital of the Filer is an unlimited number of common shares without par value, of which, 62,854,305 common shares are issued and outstanding;

4. Under a statutory plan of arrangement (the "Arrangement") under Section 182 of the Ontario Business Corporations Act among the Filer, Bema Gold Corporation ("Bema") and 1518798 Ontario Inc. ("Subco"), the holders of the Filer's common shares on February 14, 2003 (the "Effective Date"), exchanged their outstanding common shares for common shares of Bema on the basis of one common share of Bema for each one common share of the Filer, and as a result of the Arrangement, the Filer became a wholly-owned subsidiary of Bema;

5. With the exception of the filing of unaudited interim financial statements for the period ended December 31, 2002 which were not due to be filed until after the Effective Date of the Arrangement, the Filer is not in default of any of the requirements of the Legislation of the Jurisdictions;

6. Under the Arrangement, each share purchase warrant of EAGC (the "EAGC Warrants") outstanding on the Effective Date thereafter represented, in accordance with the terms of the EAGC Warrants and certain contractual assumptions by Bema, a right to acquire one common share of Bema in lieu of each common share of the Filer such holder would have received on exercise of the EAGC Warrants, but otherwise on the same terms and conditions as governed the EAGC Warrants;

7. Under the Arrangement, each incentive stock option of EAGC (an "EAGC Option") was exchanged for options to acquire Bema Common Shares having the same terms and conditions as the EAGC Options;

8. The common shares of the Filer were de-listed from the TSX Venture Exchange on February 19, 2003 and no other securities of the Filer were listed or quoted on any exchange or market prior to the Arrangement;

9. Bema became the sole shareholder of the Filer as a result of the Arrangement and assumed all obligations under the EAGC Warrants and EAGC Options;

10. Other than as disclosed herein, the Filer has no other securities, including debt securities, outstanding; and

11. The Filer does not intend to seek public financing by way of an offering of its securities.

AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is 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 Filer is deemed to have ceased to be a reporting issuer under the Legislation.

April 23, 2003.

"Heidi Franken"