The Westaim Corporation for Exemptive ReliefApplication -- Requesting a waiver under section 121(2) to exemptany person who is subject to the insider reporting requirementsdue to the fact that they are a director or senior officer ofa subsidiary from insider reporting requirements.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c. S.5, as am.,121(2).
Applicable National Instruments
National Policy 12-201- Mutual Reliance ReviewSystem for Exemptive Relief Applications.
IN THE MATTER OF
THE SECURITIES LEGISLATIONOF
THE PROVINCES OF
BRITISH COLUMBIA, ALBERTA,SASKATCHEWAN,
MANITOBA, ONTARIO, QUEBEC,NOVA SCOTIA
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
THE WESTAIM CORPORATION
MRRS DECISION DOCUMENT
WHERAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof British Columbia, Alberta, Saskatchewan, Manitoba, Ontario,Quebec, Nova Scotia and Newfoundland (the "Jurisdictions")has received an application from The Westaim Corporation ("Westaim")for a decision pursuant to the securities legislation of theJurisdictions (the "Legislation") that, subject tocertain conditions, the insider reporting requirements ("InsiderReporting Requirements") contained in the Legislation shallnot apply to certain directors and senior officers of the subsidiariesof Westaim;
AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Alberta Securities Commission is the principal jurisdictionsfor this application;
AND WHEREAS the Filer has representedto the Decision Makers that:
1. the head office of Westaim is in Calgary,Alberta;
2. Westaim was incorporated under the lawsof the Province of Alberta on May 7, 1996;
3. Westaim is authorized to issue an unlimitednumber of common shares, an unlimited number of Class A preferredshares, and an unlimited number of Class B preferred shares;
4. Westaim is a reporting issuer or equivalentunder the Legislation of all of the Jurisdictions and is notin default of the requirements contained in the Legislation;
5. none of the subsidiaries of Westaim isa "Significant Subsidiary", defined as a subsidiaryof Westaim for which:
(i) the value of the assets of the subsidiary,on a consolidated basis with its subsidiaries, as reflectedin the most recently filed annual audited balance sheetof Westaim, are 10 percent or more of the consolidated assetsof Westaim shown on that balance sheet; or
(ii) the revenues of the subsidiary, ona consolidated basis with its subsidiaries, as reflectedin the most recently filed audited statement of income andloss of Westaim, are 10 percent or more of the consolidatedrevenues of Westaim shown on that statement of income andloss;
6. none of the directors ("Directors")and senior officers ("Senior Officers" of the subsidiariesof Westaim:
(i) receive, in the ordinary course, informationas to material facts or material changes concerning Westaimbefore the material facts or material changes are generallydisclosed; or
(ii) participate in the day-to-day managementor operation of Westaim;
7. Westaim undertakes to conduct a continuingreview of the facts upon which this application is predicatedand to maintain an up-to-date record of all Directors andSenior Officers, as well as those Directors or Senior Officerswho become, or cease to be, exempted by this Decision; and
8. Westaim shall, upon the request of DecisionMakers or its staff, furnish any information reasonably necessaryto determine whether a Director or Senior Officer is or isnot exempted by this order;
AND WHEREAS pursuant to the System thisMRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");
AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;
THE DECISION of the Decision Makers underthe Legislation is that the Directors and Senior Officers, otherthan those Directors and Senior Officers:
1. who do or will receive, in the ordinarycourse, knowledge of material facts or material changes withrespect to Westaim prior to general disclosure of such factsor changes;
2. is or becomes a Director or Senior Officerof a Significant Subsidiary of Westaim or any company which,after the date hereof, becomes a Significant Subsidiary ofWestaim;
3. who are or who will be insiders of Westaimother than as a Director or Senior Officer of a subsidiaryof Westaim; or
4. who are denied the exemptions containedin this Decision by another order of the Decision Makers;
are exempt from the Insider Reporting Requirementswith respects to their ownership of the securities of Westaim.
October 11, 2000.