Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Issuer has only one security holder asa result of a take-over bid - issuer deemed to have ceased beinga reporting issuer.

Applicable Ontario Statutory Provisions andRules

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

National Instrument 21-101 Marketplace Operation,(2001) 24 OSCB 6591.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

QUEBEC, ALBERTA, SASKATCHEWAN,ONTARIO,

NEWFOUNDLAND AND LABRADORAND NOVA SCOTIA

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

DEFIANCE QUÉBEC INC.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Québec, Alberta, Saskatchewan, Ontario, Newfoundlandand Labrador and Nova Scotia (the "Jurisdictions")has received an application for a decision under the securitieslegislation of the Jurisdictions (the "Legislation")that Defiance Québec Inc. ("Defiance Québec")be deemed to have ceased to be a reporting issuer under theLegislation;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Commission des valeurs mobilières du Québecis the principal regulator for this application;

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

AND WHEREAS Defiance Québec hasrepresented to the Decision Makers that:

1. Defiance Québec results from theamalgamation of Geomaque Explorations Ltd. and Defiance AcquisitionInc., as part of a corporate restructuring. Defiance Québecis a wholly owned subsidiary of Defiance Mining Corporation("Defiance Mining"), a reporting issuer listed onThe Toronto Stock Exchange.

2. Prior to the Amalgamation, Geomaque wasa corporation continued and existing under Part 1A of theCompanies Act (Québec) with its head officein the Province of Québec.

3. Geomaque was a reporting issuer or equivalentin the Jurisdictions and was not in default of its requirementsunder the Legislation.

4. On June 17, 2003, at their annual and specialgeneral meeting, Geomaque shareholders voted in favour ofa special resolution approving the amalgamation (the "Amalgamation")of Geomaque with Defiance Acquisition Inc. ("DefianceAcquisition"), a wholly-owned subsidiary of DefianceMining.

5. On June 19, 2003, the Québec SuperiorCourt granted a final order approving the Amalgamation.

6. Articles of Amalgamation were filed witheffect from June 25, 2003 (the "Amalgamation EffectiveDate") and, pursuant to the terms of the Amalgamationand/or by operation of law in the Jurisdictions, the followingevents (among others) occurred on or about that date:

(a) Geomaque and Defiance Acquisition amalgamatedand continued as Defiance Québec;

(b) Defiance Québec, successor companyto Geomaque, became a "reporting issuer" or equivalentin the Jurisdictions in which Geomaque was a reporting issuer(or the equivalent thereof);

(c) each issued and outstanding Geomaquecommon share was converted into 0.125 Defiance Mining commonshare;

(d) the common share of Defiance Acquisitionissued to Defiance Mining was converted into one commonshare of Defiance Québec ;

(e) all outstanding warrants of Geomaque(including compensation options and warrants issued by Geomaqueto agents in connection with various Geomaque financings)were cancelled and replaced with Defiance Mining warrantsexercisable pursuant to their terms to acquire DefianceMining common shares;

(f) all outstanding options of Geomaquewere cancelled and replaced with Defiance Mining optionsto acquire Defiance Mining common shares;

(g) as consideration for the issue of theDefiance Mining common shares to effect the Amalgamation,Defiance Québec issued one common share to DefianceMining for each Defiance Mining common share so issued;

(h) a total of 73,306,119 Defiance Miningcommon shares were issued to effect the Amalgamation; and

(i) pursuant to the terms of the Amalgamation,Defiance Québec issued 73,306,119 common shares toDefiance Mining whereupon an aggregate total number of 73,306,120Defiance Québec common shares were issued and outstanding,all of which are presently held by Defiance Mining.

7. As a result of the Amalgamation, commonshareholders of Geomaque became the common shareholders ofDefiance Mining and Defiance Québec, as the successorto Geomaque, became a wholly-owned subsidiary of DefianceMining.

8. Other than the 73,306,120 common sharesissued to Defiance Mining, Defiance Québec has no othersecurities, including debt securities, outstanding and DefianceMining remains the sole holder of Defiance Québec commonshares.

9. No securities of Defiance Québecare traded on a marketplace as defined in National Instrument21-101.

10. Defiance Québec is not in defaultof any of its obligations as a reporting issuer under theLegislation.

11. Defiance Québec does not intendto seek public financing by way of an offering of its securities.

AND WHEREAS, under the System, this MRRSDecision Document evidences the decision of each Decision Maker(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 Defiance Québec is deemed tohave ceased to be a reporting issuer under the Legislation.

September 16, 2003.

"Stéphanie Lachance"