Palmarejo Silver and Gold ULC - MRRS Decision

MRRS Decision

Headnote

Mutual Reliance Relief System for Exemptive Relief Applications -- application for an order that the issuer is not a reporting issuer.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).

April 16, 2008

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA AND ONTARIO

(the "Jurisdictions")

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

PALMAREJO SILVER AND GOLD ULC

(PREVIOUSLY NAMED PALMAREJO

SILVER AND GOLD CORPORATION)

(the "Filer")

 

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions has received an application from the Filer for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") that the Filer be deemed to have ceased to be a reporting issuer in the Jurisdictions (the "Requested Relief").

Under the Mutual Reliance Review System for Exemptive Relief Applications,

(i) the Ontario Securities Commission is the principal regulator for the application, and

(ii) this MRRS decision document evidences the decision of each Decision Maker.

Interpretation

Defined terms contained in National Instrument 14-101 -- Definitions have the same meaning in this decision unless they are defined in this decision.

Representations

The decision is based on the following facts represented by the Filer:

1. The Filer's head office is located in Alberta.

2. The Filer is a reporting issuer in Ontario and Alberta.

3. The authorized capital of the Filer consists of an unlimited number of common shares and an unlimited number of preference shares, issuable in series, of which there are 95,300,738 common shares and no preference shares issued and outstanding.

4. On December 21, 2007, Coeur d'Alene Mines Corporation ("Coeur"), Bolnisi Gold NL ("Bolnisi") and the Filer completed several transactions (collectively, the "Transaction") whereby, among other things, (i) the Filer was continued under the Business Corporations Act (Alberta); (ii) the Filer converted from a corporation to an unlimited liability corporation and changed its name from Palmarejo Silver and Gold Corporation to Palmarejo Silver and Gold ULC; and (iii) Coeur indirectly acquired all the shares of Bolnisi and the Filer in exchange for Coeur common stock and cash, pursuant to a merger implementation agreement and plan of arrangement.

5. Under the terms of the Transaction, the shareholders of the Filer received 2.715 Coeur shares for each share of the Filer they owned. In addition, the shareholders of the Filer received a nominal cash payment equal to C$0.004 (US$0.003) per the Filer's share.

6. As of close of trading on December 28, 2007, the common shares of the Filer were de-listed from TSX Venture Exchange.

7. As a result of the Transaction, the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total in Canada.

8. No securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 -- Marketplace Operations.

9. The Filer applied to surrender its status as a reporting issuer under the Securities Act (British Columbia) pursuant to BC Instrument 11-502 Voluntary Surrender of Reporting Issuer Status and ceased to be a reporting issuer in British Columbia effective March 21, 2008.

10. Upon the grant of the relief sought herein, the Filer will not be a reporting issuer or the equivalent in any jurisdiction of Canada.

11. The Filer has no current intention to seek public financing by way of an offering of securities.

12. The Filer is not in default of any of its obligations as a reporting issuer other than its obligation to file interim financial statements, related management's discussion and analysis and certificates in respect of the interim period ended December 31, 2007. As Coeur indirectly became the sole beneficial holder of all of the issued and outstanding common shares of the Filer prior to the date upon which the Filer was required to make the aforementioned filings, the Filer has not filed such documents.

Decision

Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Makers with the jurisdiction to make the Decision has been met.

The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.

"Lawrence Ritchie"
Ontario Securities Commission
 
"Margot C. Howard"
Ontario Securities Commission