Register today for OSC Dialogue 2024: Inviting, thriving and secure capital markets
IMA Exploration Inc. - s. 13.1 of NI 51-102
Headnote
Issuer that is listed on the Regulated Unofficial Market of the Frankfurt Stock Exchange and the Unregulated Official Market of the Berlin-Bremen Stock Exchange ordered not to be excluded from definition of "venture issuer" under National Instrument 51-102 Continuous Disclosure Obligations solely due to those listings.
Rules Cited
Section 13.1(1) of National Instrument 51-102.
IN THE MATTER OF
THE SECURITIES ACT, R.S.O. 1990,
CHAPTER S.5, AS AMENDED
AND
NATIONAL INSTRUMENT 51-102
CONTINUOUS DISCLOSURE OBLIGATIONS (NI 51-102)
AND
IN THE MATTER OF
IMA EXPLORATION INC.
EXEMPTION
(Section 13.1 of NI 51-102)
UPON the Director having received an application from IMA Exploration Inc. (the Filer) for an order under section 13.1 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) that the listing of the Filer on the Regulated Unofficial Market of the Frankfurt Stock Exchange and the Unofficial Regulated Market of the Berlin-Bremen Stock Exchange shall not cause the Filer to be excluded from definition of "venture issuer" solely due to those listings;
AND UPON considering the application and the recommendation of the staff of the Ontario Securities Commission;
AND UPON the Filer having represented to the Director as follows:
1. The Filer is a corporation incorporated under the laws of British Columbia, is a reporting issuer and an exchange issuer under the Securities Act, R.S.B.C. 1996, c. 418 (the BC Act), is a reporting issuer under the Securities Act, R.S.A. 2000, c S-4 (the Alberta Act) is a reporting issuer under the Securities Act R.S.O. 1990, c. S5 (the Ontario Act) and is not in default of any requirement of the BC Act, the Alberta Act or the Ontario Act or the rules and regulations pertaining to those acts.
2. A "venture issuer" is defined by NI 51-102 as a reporting issuer that, as at the applicable time, did not have any of its securities listed or quoted on any of the Toronto Stock Exchange, a U.S. marketplace or a marketplace outside of Canada and the United States of America.
3. The Filer does not fall within the definition of a venture issuer solely due to the fact that its shares are included on the Regulated Unofficial Market of the Frankfurt Stock Exchange and the Unofficial Regulated Market of the Berlin-Bremen Stock Exchange.
4. In all other respects the Filer falls within the definition of venture issuer as provided by NI 51-102.
5. The shares of the Filer were included in the Regulated Unofficial Market of the Frankfurt Stock Exchange and the Unofficial Regulated Market of the Berlin-Bremen Stock Exchange as the result of applications received from the brokerage firm BSM Wertpapierhandels GMBH ("BSM") not from the Filer.
6. The Filer was not aware that BSM made applications to include the Filer in the Regulated Unofficial Market of the Frankfurt Stock Exchange and the Unofficial Regulated Market of the Berlin-Bremen Stock Exchange.
7. The Regulated Unofficial Market of the Frankfurt Stock Exchange and the Unofficial Regulated Market of the Berlin-Bremen Stock Exchange do not have any ongoing disclosure requirements nor any minimum listing requirements nor any maintenance requirements.
8. No securities of the Filer are listed or quoted on any marketplace, as that term is defined in NI 51-102 (Marketplace), other than the Regulated Unofficial Market of the Frankfurt Stock Exchange and the Unofficial Regulated Market of the Berlin-Bremen Stock Exchange.
AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;
IT IS THE DECISION of the Director, under section 13.1 of NI 51-102, that the requirement in the definition of venture issuer in NI 51-102, that an issuer not, at the relevant time, have any of its securities listed or quoted on a Marketplace outside of Canada and the United States of America, does not apply to the Filer for so long as securities of the Filer are only listed or quoted on the Regulated Unofficial Market of the Frankfurt Stock Exchange or the Unofficial Regulated Market of the Berlin-Bremen Stock Exchange.
April 15, 2004.
"Charlie MacCready"