MutualReliance Review System for Exemptive Relief Applications - reliefgranted to U.S. company from requirement to deliver interimfinancial statements to its shareholders in Canada providedalternative means of disseminating the information are used- U.S. company is registered with the SEC, is controlled byU.S. security holders, and its securities are traded over amarket in the U.S. - U.S. company not required to deliver interimfinancial statements under U.S. securities law.
Rule52-501 Financial Statements (2000) 23 O.S.C.B. 8372
ApplicableOntario Statutory Provisions
SecuritiesAct, R.S.O. 1990, c.S.5, as am., ss. 79, 80(b)(iii)
OSCPolicy 52-601 Applications for Exemption from Preparation andMailing of Interim Financial Statements, Annual Financial Statementsand Proxy Solicitation Material (1982) 4 O.S.C.B. 385E, as am.(2001) 24 O.S.C.B. 2404
INTHE MATTER OF
OFBRITISH COLUMBIA, ALBERTA AND ONTARIO
INTHE MATTER OF
THEMUTUAL RELIANCE REVIEW SYSTEM
FOREXEMPTIVE RELIEF APPLICATIONS
INTHE MATTER OF
WHEREAS the local securities regulatory authority orregulator (the "Decision Maker") in each of British Columbia,Alberta and Ontario (the "Jurisdictions") has received an applicationfrom BioSante Pharmaceuticals, Inc. (the "Applicant" or "BioSante")for a decision pursuant to the securities legislation of theJurisdictions (the "Legislation") that the Applicant be exemptfrom the requirements under the Legislation to send interimfinancial statements to its shareholders registered in the Jurisdictions;
AND WHEREAS pursuant to the Mutual Reliance ReviewSystem for Exemptive Relief Applications (the "System"), theOntario Securities Commission is the principal regulator forthis application;
AND WHEREAS the Applicant has represented to the DecisionMaker that:
1.BioSante is a corporation established under the laws of theState of Delaware with its head office in the State of Illinois,United States of America. Its common stock is registered withthe Securities and Exchange Commission ("SEC") of the UnitedStates.
2.BioSante is a reporting issuer in each of the Jurisdictionsand is not in default of any requirement of the Legislation.
3.As at September 30, 2001, the issued share capital of BioSanteconsisted of 63,208,798 shares of common stock with no par value.
4.The common shares of BioSante trade on the Over the CounterBulletin Board in the United States under the symbol BTPH.
5.The common shares of BioSante were also listed on the CanadianVenture Exchange under the symbol BAI until July 20, 2000 whenthey were delisted at the request of BioSante.
6.As at September 30, 2001, there were a total of 1,648 shareholdersof BioSante, of which 1,276 were shareholders having their registeredaddresses in Canada.
7.At September 30, 2001, shareholders having their registeredaddresses in Canada held an aggregate of 4,689,500 common shares,representing approximately 7.4% of the total number of outstandingcommon shares.
8.Under United States securities laws, including the SecuritiesExchange Act of 1934, BioSante is not required to deliver interimfinancial statements to its shareholders provided that it filesall interim financial statements with the SEC and each stockexchange upon which its securities are listed and provided thatit issues a press release summarizing the results of such interimfinancial statements.
9.BioSante files its interim financial statements as preparedfor the SEC with the Decision Maker of each of the Jurisdictionsand issues a press release disseminated throughout Canada andthe United States summarizing the results of such interim financialstatements.
10.BioSante posts its latest financial statements on its website.
AND WHEREAS under the System, this MRRS Decision Documentevidences the
decisionof each Decision Maker (collectively, the "Decision");
AND WHEREAS each of the Decision Makers is satisfiedthat the test contained in
theLegislation that provides the Decision Maker with the jurisdictionto make the Decision has been met;
THE DECISION of the Decision Makers pursuantto the Legislation is that:
The Applicant is exempt from the requirements contained in theLegislation to deliver interim financial statements to its shareholdersresident in the Jurisdictions (the "Canadian Shareholders"),provided that:
1. The Applicant continues to file its interim financial statementswith the Decision Makers;
2. The Applicant includes a prominent notification on its websiteand in its annual financial statements sent to Canadian Shareholdersthat the interim financial statements are prepared and filedon SEDAR and are available to Canadian Shareholders upon requestat no charge; and
3. The Applicant issues and files a press release concurrentlywith the filing of its interim financial statements summarizingthe results of such interim financial statements.
"HowardI. Wetston, Q. C." "R. Stephen Paddon,Q. C."