HeadnoteSubsection83.1(1) - Issuer deemed a reporting issuer in Ontario - Issuerhas been a reporting issuer in British Columbia since January4, 1990 and in Alberta since November 26,1999 - Issuer listedand posted for trading on the Canadian Venture Exchange - Issuernot designated as a capital pool company by CDNX - Continuousdisclosure requirements of British Columbia and Alberta substantiallythe same as those of Ontario - Director grants exemption fromsubsection 4.1(1) of NI 43-101 and certain fee relief.
StatutesCitedSecuritiesAct, R.S.O. 1990, c. S.5, as am., ss. 83.1(1).
NationalInstruments CitedNationalInstrument 43-101 - Standards of Disclosure for Mineral Projects(2001), 24 OSCB 303, ss. 4.1(1), 9.1.
INTHE MATTER OF THE SECURITIES ACT
R.S.O.1990 CHAPTER S.5, AS AMENDED (the "Act") and
ONTARIOREGULATION 1015, R.R.O. 1990, AS AMENDED (the "Regulation")
INTHE MATTER OF
STANDARDSOF DISCLOSURE FOR MINERAL PROJECTS ("NI 43-101")
INTHE MATTER OF
(Subsection83.1(1) of the Act, Subsection 9.1(1) of NI 43-101 &
Subsection59(2) of Schedule I to the Regulation)
UPON the application of Excellon Resources Inc. (the"Issuer") to the Ontario Securities Commission (the "Commission")for an order pursuant to subsection 83.1(1) of the Act deemingthe Issuer to be a reporting issuer for the purposes of Ontariosecurities law;ANDUPON the application of the Issuer to the Director ofthe Commission for a decision that the Issuer be exempt from therequirement contained in subsection 4.1(1) of NI 43-101 to filea technical report upon first becoming a reporting issuer in Ontarioand pursuant to subsection 59(2) of Schedule I to the Regulationfor a decision that the Issuer be exempt from the requirementcontained in subsection 53(1) of Schedule I to the Regulationto pay a fee in connection with this application;
ANDUPON considering the application and the recommendationof the staff of the Commission;
ANDUPON the Issuer representing to the Commission and theDirector as follows:
1.The Issuer is a company governed by the Company Act (BritishColumbia).
2.The Issuer's registered office is located in Vancouver, BritishColumbia and its head office is located in Toronto, Ontario.
3.The authorized share capital of the Issuer consists of 100,000,000common shares without par value of which 27,212,405 common shareswere issued and outstanding as at November 30, 2001.
4.The Issuer became a "reporting issuer" under the SecuritiesAct (British Columbia) (the "B.C. Act") on January 4, 1990by way of prospectus, and became a reporting issuer under theSecurities Act (Alberta) (the "Alberta Act") on November26, 1999, pursuant to the merger of the Alberta and VancouverStock Exchanges.
5.The Issuer's common shares trade on the Canadian Venture Exchange(the "CDNX") under the trading symbol EXN. The Issuer is not designatedas a Capital Pool Company by the CDNX.
6.The CDNX requires all of its listed issuers, which are not otherwisereporting issuers in Ontario, to assess whether they have a "significantconnection to Ontario" as defined in Policy 1.1 of the CDNX CorporateFinance Manual.
7.The CDNX requires that where an issuer, which is not otherwisea reporting issuer in Ontario, becomes aware that it has a significantconnection to Ontario, the issuer promptly make a bona fideapplication to the Commission to be deemed a reporting issuerin Ontario.
8.The Issuer has a significant connection to Ontario in that, asof November 6, 2001, residents of Ontario beneficially held 7,532,520common shares which represent approximately 27% of the 27,212,405issued and outstanding common shares of the Issuer, all basedon a summary report prepared by the Independent Investor CommunicationsCorporation and dated November 6, 2001.
9.The Issuer has applied to the Commission pursuant to subsection83.1(1) of the Act for an order that it be deemed a reportingissuer in Ontario.
10.Subsection 4.1(1) of NI 43-101 provides that, upon first becominga reporting issuer in a Canadian jurisdiction, an issuer shallfile with the securities regulatory authority in that Canadianjurisdiction, a current technical report for each property materialto the issuer.
11.The Issuer does not have a current technical report and wouldnot otherwise be required to file a technical report pursuantto NI 43-101 at this time except for having to become a reportingissuer in Ontario pursuant to the CDNX Corporate Finance Manual.
12.The Issuer is not a reporting issuer under the securities legislationof any jurisdiction other than the Provinces of British Columbiaand Alberta.
13.The Issuer is not in default of any requirements of the B.C. Act,the Alberta Act, or any of the rules and regulations thereunder,and is not on the lists of defaulting reporting issuers maintainedpursuant to the B.C. Act and the Alberta Act. To the knowledgeof management of the Issuer, the Issuer has not been the subjectof any enforcement actions by the British Columbia SecuritiesCommission or the Alberta Securities Commission or by CDNX.
14.The continuous disclosure requirements of the B.C. Act and theAlberta Act are substantially the same as the requirements underthe Act.
15.The materials filed by the Issuer as a reporting issuer in theProvinces of British Columbia and Alberta since January 1, 1997are available on the System for Electronic Document Analysis andRetrieval. The Issuer's continuous disclosure record is up todate and includes a description of the Issuer's material mineralprojects.
16.Neither the Issuer nor any of its officers, directors or controllingshareholders has (i) been the subject to any penalties or sanctionsimposed by a court relating to Canadian securities legislationor by a Canadian securities regulatory authority, (ii) enteredinto a settlement agreement with a Canadian securities regulatoryauthority, or (iii) been subject to any other penalties or sanctionsimposed by a court or regulatory body that would be likely tobe considered important to a reasonable investor making an investmentdecision.
17.There have been no penalties or sanctions imposed against theIssuer by a court relating to Canadian securities legislationor by a Canadian securities regulatory authority, and the Issuerhas not entered into any settlement agreement with any Canadiansecurities regulatory authority.
18.Neither the Issuer nor any of its directors, officers nor, tothe best knowledge of the Issuer, its directors and officers,any of its controlling shareholders has: (i) been the subjectof any penalties or sanctions imposed by a court relating to Canadiansecurities legislation or by a Canadian securities regulatoryauthority, (ii) entered into a settlement agreement with a Canadiansecurities regulatory authority, or (iii) been subject to anyother penalties or sanctions imposed by a court or regulatorybody that would be likely to be considered important to a reasonableinvestor making an investment decision.
19.Neither the Issuer nor any of its directors, officers nor, tothe best knowledge of the Issuer, its directors and officers,any of its controlling shareholders, is or has been subject to:(i) any known ongoing or concluded investigations by: (a) a Canadiansecurities regulatory authority, or (b) a court or regulatorybody, other than a Canadian securities regulatory authority, thatwould be likely to be considered important to a reasonable investormaking an investment decision; or (ii) any bankruptcy or insolvencyproceedings, or other proceedings, arrangements or compromiseswith creditors, or the appointment of a receiver, receiver-manageror trustee, within the preceding 10 years.
20.None of the directors or officers of the Issuer, nor to the bestknowledge of the Issuer, its directors and officers, any of itscontrolling shareholders, is or has been at the time of such eventa director or officer of any other issuer which is or has beensubject to: (i) any cease trade or similar orders, or orders thatdenied access to any exemptions under Ontario securities law,for a period of more than 30 consecutive days, within the preceding10 years; 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, other than Richard Brissenden,a director and officer of the Issuer, and Robert Brissenden, adirector of the Issuer, both of whom are directors and officersof Regal Consolidated Ventures Limited ("Regal"), a company thatis currently subject to cease trade orders issued by the Commissionon May 30, 2001 and June 12, 2001, and a cease trade order issuedby the Alberta Securities Commission on October 12, 2001, in respectof Regal's failure to file audited annual financial statementsfor the year ended December 31, 2000, and interim unaudited financialstatements for the periods ended March 31, 2001 and June 30, 2001.The CDNX suspended trading in Regal's securities effective May31, 2001.
ANDUPON the Commission and the Director being satisfiedthat to do so would not be prejudicial to the public interest,
ITIS HEREBY ORDERED pursuant to subsection 83.1(1) of theAct that the Issuer be deemed to be a reporting issuer for thepurposes of Ontario securities law.
ANDIT IS DECIDED pursuant to subsection 9.1(1) of NI 43-101that the Issuer is exempt from subsection 4.1(1) of NI 43-101upon being deemed to be a reporting issuer in Ontario.ANDIT IS FURTHER DECIDED pursuant to subsection 59(2) ofSchedule I to the Regulation that the Issuer is exempt from therequirement contained in subsection 53(1) of Schedule I to theRegulation to pay a fee in connection with the making of the applicationunder subsection 9.1(1) of NI 43-101.