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Afcan Mining Corporation - ss. 83.1(1)
Headnote
Subsection 83.1(1) -- issuer deemed to be areporting issuer in Ontario -- issuer has been a reporting issuerin Quebec since 1984 and in Alberta and British Columbia since2001 -- issuer's securities are listed and posted for tradingon the TSX Venture Exchange -- continuous disclosure requirementsof Quebec, Alberta and British Columbia substantively the sameas those of Ontario.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c. S.5, as amended,s.83.1(1).
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5,AS AMENDED (THE "ACT")
AND
IN THE MATTER OF
AFCAN MINING CORPORATION
ORDER
(Subsection 83.1(1))
UPON the application of Afcan MiningCorporation (the "Corporation" or "Afcan")to the Ontario Securities Commission (the "Commission")for an order pursuant to Section 83.1(1) of the SecuritiesAct (Ontario) (the "Act") deeming the Corporationto be a reporting issuer for the purposes of Ontario securitieslaw;
AND UPON considering the applicationand the recommendation of staff of the Commission;
AND UPON the Corporation having representedto the Commission as follows:
1. Afcan is a company governed by the CompanyAct (Quebec). Afcan was formed on August 21, 1984 underthe name Pétro-Gaspé inc. as a result of theamalgamation of Compagnie Minière Gaspésie Limitéeand Sembec inc. The name of the Corporation was changed toAfcan Mining Corporation/Corporation Minière Afcanon January 9, 1997.
2. Afcan's head office and registered officeis located at 750 boul. Marcel-Laurin, suite 375, Montreal,Quebec H4M 2M4.
3. Afcan became a "reporting issuer"under the Securities Act (Quebec) on August 21, 1984as a result of the amalgamation of two reporting issuers:Compagnie Minière Gaspésie Limitée andSembec inc.
4. The Corporation's common shares were listedon the Montreal Exchange Inc. ("ME") in 1985.
5. Afcan became a reporting issuer under theSecurities Act (Alberta) and the Securities Act(British Columbia) on September 25, 2001 following the transferof its shares from the ME to the TSX Venture Exchange (formerlythe Canadian Venture Exchange) (the "TSX Venture").
6. Afcan is not a reporting issuer under thesecurities legislation of any jurisdiction other than theprovinces of Quebec, Alberta and British Columbia.
7. The Corporation's common shares currentlytrade on the TSX Venture under the trading symbol "AFK".
8. Afcan's authorized share capital consistsof an unlimited number of common shares without par value.As of October 23, 2003, there were 81,561,940 common sharesof Afcan issued and outstanding.
9. Afcan has a significant connection to Ontario,in that a number of registered and/or beneficial shareholders,who collectively hold more than 20% of the issued and outstandingcommon shares of Afcan, are resident in Ontario.
10. Afcan is in good standing under the rules,regulations and policies of the TSX Venture.
11. Afcan has not been the subject of anyenforcement actions by the Quebec, Alberta or British ColumbiaSecurities Commissions or the TSX Venture.
12. Afcan is not in default of any requirementof the Act, the Securities Act (Quebec), the SecuritiesAct (Alberta) or the Securities Act (British Columbia).
13. The continuous disclosure requirementsof the Securities Act (Quebec), the Securities Act(Alberta) and the Securities Act (British Columbia)are substantially the same as the requirements under the Act.
14. The materials filed by the Corporationas a reporting issuer in the provinces of Quebec, Albertaand British Columbia since January 1st, 1997 areavailable on the System for Electronic Document Analysis andRetrieval.
15. Neither Afcan, any of its officers, directors,nor, to the knowledge of Afcan and its officers and directors,any of its controlling shareholders, has: (i) been the subjectof any penalties or sanctions imposed by a court relatingto Canadian securities legislation or by a Canadian securitiesregulatory authority, (ii) entered into a settlement agreementwith a Canadian securities regulatory authority, or (iii)been subject to any other penalties or sanctions imposed bya court or regulatory body that would be likely to be consideredimportant to a reasonable investor making an investment decision.
16. Neither Afcan, any of its officers, directorsnor, to the knowledge of Afcan and its officers and directors,any of its controlling shareholders, is or has been subjectto: (i) any known ongoing or concluded investigations by:(a) a Canadian securities regulatory authority; or (b) a courtor regulatory body, other than a Canadian securities regulatoryauthority, that would be likely to be considered importantto a reasonable investor making an investment decision; or(ii) any bankruptcy or insolvency proceedings, or other proceedings,arrangements or compromises with creditors, or the appointmentof a receiver, receiver-manager or trustee, within the preceding10 years.
17. Except for Benoit La Salle, a directorand Chairman of the Board of Afcan and Yves Grou, a directorand Chief Financial Officer of Afcan, none of the directorsor officers of Afcan, nor, to the knowledge of Afcan and itsofficers and directors, any of its controlling shareholders,is or has been, at the time of such event, an officer or directorof any other issuer which is or has been subject to: (i) anycease trade order or similar order, or order that denied accessto any exemptions under Ontario securities law, for a periodof more than 30 consecutive days, within the preceding 10years; or (ii) any bankruptcy or insolvency proceedings, orother proceedings, arrangements or compromises with creditors,or the appointment of a receiver, receiver-manager or trustee,within the preceding 10 years.
18. Benoit La Salle is a director of BridgePointInternational Inc. ("BridgePoint") and Yves Grouis the President of BridgePoint. On November 26, 2002, thesecurities of BridgePoint were subject to a cease trade orderissued by the Commission, which was extended on December 6,2002, for failure to file with the Commission its auditedfinancial statements and the accompanying auditor's reportfor the fiscal year ended June 30, 2002. The financial statementsfor the year ended June 30, 2002 were filed with the Commissionvia SEDAR on January 10, 2003. The cease trade order was revokedon January 17, 2003. BridgePoint is now in compliance withthe continuous disclosure requirements of the SecuritiesAct (Ontario).
AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest;
IT IS HEREBY ORDERED, pursuant to Section83.1(1) of the Act, that Afcan be deemed to be a reporting issuerfor the purposes of Ontario securities law.
October 28, 2003.
"Charlie MacCready"