Securities Law & Instruments

Headnote

MRRS - Commission grants relief to a subsidiaryof a reporting issuer from filing and sending to shareholdersaudited annual and unaudited interim financial statements, andcomplying with proxy and proxy solicitation requirements, includingfiling an information circular or report in lieu thereof, subjectto certain conditions. Director grants exemption from the annualinformation form requirements imposed under the securities legislationof Ontario, Saskatchewan and Quebec.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 77, 78, 79, 80(b)(iii), 88(2)(b).

Applicable Ontario Rules

Rule 51-501 - AIF and MD&A.

Rule 52-501 - Financial Statements.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, SASKATCHEWAN, ONTARIO,QUÉBEC,

NOVA SCOTIA AND NEWFOUNDLANDAND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

TECK COMINCO METALS LTD.

AND

IN THE MATTER OF

TECK COMINCO LIMITED

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker")in each of Ontario, Alberta, Saskatchewan, Québec, NovaScotia, and Newfoundland and Labrador (collectively, the "Jurisdictions")has received an application from Teck Cominco Metals Ltd. (formerly,Cominco Ltd.) ("Cominco") and Teck ComincoLimited ("Teck") for a decision under the securitieslegislation of the Jurisdictions (the "Legislation")that the requirements under the Legislation:

(i) to file with the Decision Makers andsend to its shareholders audited annual financial statementsand annual reports (the "Annual Financial StatementRequirements");

(ii) to file with the Decision Makers andsend to its shareholders unaudited interim financial statements(the "Interim Financial Statement Requirements");

(iii) to comply with the proxy and proxysolicitation requirements, including filing with the DecisionMakers an information circular or report in lieu thereof(the "Proxy Requirements");

(iv) that, under Ontario Securities CommissionRule 51-501 AIF and MD&A, section 159 of the regulationto the Securities Act (Quebec) and Saskatchewan SecuritiesCommission Instrument 51-501, Cominco file with the applicableDecision Makers an annual information form (the "AnnualInformation Form Requirement");

shall not apply to Cominco, subject to the conditionsset forth in paragraphs (a), (b), (c), (d), (e), (f), and (g),below;

AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS Cominco and Teck have representedto the Decision Makers that:

1. Cominco is an integrated natural resourcecompany with a head office located in Vancouver, British Columbia.

2. Cominco has been a reporting issuer ineach of the Jurisdictions for a number of years.

3. The authorized share capital of Comincoconsists of an unlimited number of common and preferred shares,of which 86,434,805 common shares ("Common Shares"),790,000 Redeemable Preferred Shares, Series E (the "SeriesE Shares"), 550,000 Redeemable Preferred Shares,Series F (the "Series F Shares") and 300Deferred Preferred Shares, Series H (the "Series HShares") were issued and outstanding as of August9, 2001. In addition, a total of U.S.$150,000,000 principalamount of 6 7/8% Debentures due February 15, 2006 (the "U.S.Bonds") and U.S.$28,000,000 of medium term notesdue 2002 to 2003 (the "Notes") are issuedand outstanding.

4. Pursuant to a merger agreement dated April29, 2001, Teck agreed to acquire all of the Common Sharesof Cominco by way of a plan of arrangement (the "Arrangement")under the Canada Business Corporations Act. The Arrangementbecame effective on July 20, 2001 and Teck now owns, directlyor indirectly, all of the issued and outstanding Common Sharesof Cominco.

5. Teck is a reporting issuer under the Legislationin each of the Jurisdictions.

6. Effective July 23, 2001, the Common Sharesof Cominco were delisted from the Toronto Stock Exchange (the"TSX") and the American Stock Exchange ("AMEX")and the name of Cominco Ltd. was changed to "Teck ComincoMetals Ltd." In addition, subsequent to the Arrangement,Cominco ceased to be a reporting issuer in the Province ofBritish Columbia.

7. As of August 28, 2002, the total numberof registered holders of the Common Shares, Series E Shares,Series F Shares, Series H Shares, U.S. Bonds and Notes was8.

8. The Series E Shares and Series F Sharesare each owned by a single government entity. These sharesentitle the holders, in certain circumstances, to dividendsand to payments on redemption. The entitlements are basedsolely on a rate of return index governed by world pricesfor lead and silver. The shares do not entitle the holdersto vote or participate in a liquidation or winding up of Comincoexcept to the extent that such holders would be entitled toreceive repayment of the purchase price of such shares.

9. The 300 Series H Shares outstanding wereissued as part of an issue of 3,000,000 such shares. In 1992,Cominco purchased the bulk of such shares for cancellationand subsequently issued a notice of redemption for the balance.The 300 Series H Shares which remain outstanding representshares held by two holders who, to date, have not tenderedcertificates representing such shares for cancellation againstpayment of the redemption price.

10. Teck is the sole beneficial shareholderof all of the issued and outstanding Common Shares and theCommon Shares have been de-listed from the TSX and AMEX, leavingno need to inform holders of Common Shares about the businessand financial situation of Cominco.

11. The holders of Series E Shares and SeriesF Shares do not require the annual and interim financial statements,annual reports, proxy documentation, and annual informationform as the economic benefits they receive from such sharesare linked to world lead and silver prices and the requirementsof this Decision will ensure that such holders have accessto a sufficient amount of information about Cominco.

12. The holders of Series H Shares do notrequire the annual and interim financial statements, annualreports, proxy documentation, and annual information formbecause their interest is limited to receiving the redemptionamounts payable under the notice of redemption previouslydelivered by Cominco and the requirements of this Decisionwill ensure that such holders have access to a sufficientamount of information about Cominco.

13. The only information holders of the U.S.Bonds and the Notes require regarding Cominco will be providedthrough material change reports and related press releasesand segmented financial disclosure in respect of Cominco containedin the audited annual and unaudited interim financial statementsof Teck to be filed in accordance with this Decision.

14. Pursuant to a supplemental indenture datedas of August 19, 2002, Teck has unconditionally guaranteedpayment of all amounts owing by Cominco to holders of theU.S. Bonds and the Notes.

15. Other than the Common Shares, Series EShares, Series F Shares, Series H Shares, U.S. Bonds and theNotes, Cominco has no securities, including debt securities,outstanding.

16. Cominco does not intend to seek publicfinancing by way of offering 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 the Annual Financial Statement Requirements,the Interim Financial Statement Requirements and the Proxy Requirementsshall not apply to Cominco, provided that:

(a) Teck continues to unconditionally guaranteepayment of all amounts owing by Cominco to holders of theU.S. Bonds and Notes;

(b) Teck remains a reporting issuer underthe Legislation in each of the Jurisdictions and maintainsdirect or indirect ownership of 100% of the outstandingCommon Shares;

(c) Cominco does not issue additional securitiesto those currently issued and outstanding, other than toTeck or to wholly-owned subsidiaries of Teck;

(d) neither Teck nor any wholly-owned subsidiaryof Teck transfers any securities of Cominco to any personor company other than Teck or a wholly-owned subsidiaryof Teck;

(e) Cominco files annual comparative auditedfinancial statements of Teck which contain a comparativeaudited summary of Cominco's financial results for its mostrecently completed financial year and the financial yearimmediately preceding such financial year including thefollowing line items:

(i) revenue;

(ii) operating expense;

(iii) operating profit;

(iv) other expenses;

(v) earnings before taxes and minorityinterests;

(vi) net earnings;

(vii) current assets;

(viii) non-current assets;

(ix) current liabilities;

(x) long-term liabilities; and

(xi) other non-current liabilities;

(f) Cominco files interim comparative financialstatements of Teck which contain a comparative summary ofCominco's financial results for its most recently completedinterim period and the comparative interim period for theprevious financial year that includes the following lineitems:

(i) revenue;

(ii) operating expense;

(iii) operating profit;

(iv) other expenses;

(v) earnings before taxes and minorityinterests;

(vi) net earnings;

(vii) current assets;

(viii) non-current assets;

(ix) current liabilities;

(x) long-term liabilities; and

(xi) other non-current liabilities; and

(g) such filings are to be made within thetime limits required by the Legislation

December 20, 2002.

"Robert W. Korthals"                    "HaroldP. Hands"

THE FURTHER DECISION of the securitiesregulatory authority or securities regulator in each of Ontario,Quebec and Saskatchewan is that the Annual Information FormRequirement shall not apply to Cominco, so long as the Comincoand Teck comply with all of the requirements of the Decisionabove.

December 20, 2002.

"John Hughes"