HeadnoteMRRS- First trade in certain common shares acquired pursuant to theexercise of stock options or a warrant acquired in connectionwith a statutory arrangement are not subject to the prospectusand registration requirements subject to certain conditions.
StatutesCitedSecuritiesAct, R.S.O. 1990, c.S.5. as am., s. 53, 74(1).
RulesCitedMultilateralInstrument 45-102 Resale of Securities
NationalInstrument 45-501 Exempt Distributions
INTHE MATTER OF
THESECURITIES LEGISLATION OF BRITISH COLUMBIA, ONTARIO,
QUEBEC,NEW BRUNSWICK, NOVA SCOTIA AND PRINCE EDWARD ISLAND
INTHE MATTER OF
THEMUTUAL RELIANCE REVIEW SYSTEM
FOREXEMPTIVE RELIEF APPLICATIONS
INTHE MATTER OF
CORONAGOLD CORPORATION, BLUE ECHO VENTURES INC.
ANDUNISPHERE WASTE CONVERSION LTD.
MRRSDECISION DOCUMENTWHEREASthe local securities regulatory authority or regulator (the "DecisionMaker") in each of British Columbia, Ontario, Quebec, New Brunswick,Nova Scotia and Prince Edward Island (the "Jurisdictions") hasreceived an application from Corona Gold Corporation ("Corona"),Blue Echo Ventures Inc. ("New Corona") and Unisphere Waste ConversionLtd. ("Unisphere") (collectively, the "Filers") for a decisionunder the securities legislation of the Jurisdictions (the "Legislation")that certain trades made in connection with or subsequent to aproposed statutory plan of arrangement (the "Arrangement") involvingCorona, New Corona and Unisphere pursuant to section 182 of theBusiness Corporations Act (Ontario) (the "OBCA") areexempt from the requirements to be registered to trade in a securityand to file a preliminary prospectus and prospectus and to receivereceipts therefor (collectively, the "Requirements");
ANDWHEREAS under the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Ontario Securities Commissionis the principal regulator for this application;
ANDWHEREAS the Filers have represented to the Decision Makersthat:
1.Corona is a public company incorporated under the OBCA, has beena reporting issuer in the Provinces of British Columbia, Albertaand Ontario for more than twelve months and is not in defaultof any requirements of Legislation.
2.The authorized capital of Corona consists of an unlimited numberof common shares ("Corona Common Shares") of which there are12,641,287 Corona Common Shares outstanding.
3.Corona also has outstanding options ("Corona Options") to purchasean aggregate of 1,761,128 Corona Common Shares.
4.Corona is involved in the exploration of geologically attractiveproperties for precious and base metals and the Corona CommonShares are listed for trading on The Toronto Stock Exchange(the "TSE").
5.New Corona is an inactive, private, wholly owned subsidiaryof Corona incorporated under the OBCA with no material assetsother than approximately $250,000 in cash and no liabilities.
6.The authorized capital of New Corona consists of an unlimitednumber of common shares ("New Corona Common Shares") of which6,000,000 are issued and outstanding.
7.New Corona has a stock option plan (the "New Corona Plan") fordirectors, officers, employees and consultants of New Corona.
8.Unisphere is a private company incorporated under the OBCA formedfor the purpose of introducing systems to process non-hazardouswaste and industrial waste in an environmentally safe manner,principally through the thermochemical decomposition of scraptires.
9.The authorized capital of Unisphere consists of 10,000,000 specialshares and an unlimited number of common shares ("UnisphereCommon Shares") of which there are no special shares and 7,707,549Unisphere Common Shares outstanding.
10.Unisphere also has outstanding: (a) options ("Unisphere Options")to purchase an aggregate of 3,685,000 Unisphere Common Shares;and (b) warrants to purchase an aggregate of 666,664 UnisphereCommon Shares. In addition, Unisphere has an agreement to grantwarrants to purchase an aggregate of 501,803 Unisphere CommonShares immediately prior to the Arrangement.
11.Corona, New Corona and Unisphere have agreed, subject to thesatisfaction of certain conditions precedent, to the Arrangementpursuant to which two separate publicly traded companies willbe formed, being New Corona and the company resulting from theamalgamation of Corona and Unisphere ("New Unisphere").
12.New Corona will conduct the mineral exploration operations previouslycarried on by Corona and New Unisphere will conduct the wastetire recycling business previously carried on by Unisphere.
13.Upon the Arrangement becoming effective (the "Effective Date"),Corona Common Shareholders will become holders of both New CoronaCommon Shares and common shares of New Unisphere ("New UnisphereCommon Shares") and Unisphere Common Shareholders will becomeholders of New Unisphere Common Shares.
14.The relevant steps of the Arrangement can be summarized as follows:
()the articles of Corona will be amended to create, and authorizeCorona to issue an unlimited number of, pre-amalgamation commonshares ("Pre-Amalgamation Common Shares");
(a)Corona will transfer and assign to New Corona all of the non-cashassets of Corona (plus $750,000 cash) at the fair market valuethereof and issue to New Corona a warrant (the "Corona Warrant")entitling New Corona to purchase an aggregate of 1,000,000 CoronaCommon Shares at a price of $2.00 per share for a period ofthree years from the Effective Date in exchange for the issueby New Corona to Corona of 6,641,287 New Corona Common Shares;
(b)all right, title and interest of the Corona Shareholders inthe Corona Common Shares will be surrendered to Corona for cancellation,and such shares will be cancelled by Corona, and in exchangetherefor, each Corona Shareholder will receive from Corona onePre-Amalgamation Common Share and one New Corona Common Sharefor each such Corona Common Share so surrendered and cancelled;
(c)Corona and Unisphere will amalgamate, pursuant to the provisionsof the OBCA, and continue as New Unisphere;
(d)each holder of Pre-Amalgamation Common Shares will receive oneNew Unisphere Common Share for every one Pre-Amalgamation CommonShare held and each holder of Unisphere Common Shares will receive3.28 New Unisphere Common Shares for each Unisphere Common Shareheld;
(e)each Corona Option will be amended so that each holder of aCorona Option will be entitled to receive, on exercise of aCorona Option, one New Unisphere Common Share for each CoronaOption held, on the same terms and conditions and at the sameexpiry date or dates as set forth therein notwithstanding theresignation, removal or termination of the holders;
(f)each Unisphere Option will be amended so that each holder ofa Unisphere Option will be entitled to receive, on exerciseof a Unisphere Option, one New Unisphere Common Share for eachUnisphere Option held, on the same terms and conditions andat the same expiry date or dates as set forth therein; and
(g)the terms of the Corona Warrant will be amended to permit NewCorona to purchase up to 1,000,000 New Unisphere Common Sharesat a price of $2.00 per share for a period of three years fromthe Effective Date.
3.The Arrangement is also subject to certain conditions precedent,including:
()the New Corona Common Shares and New Unisphere Common Sharesshall be freely tradable in all of the Jurisdictions at theEffective Date;
(ii)Unisphere must have completed or received commitments on termssatisfactory to Corona for additional equity financing of notless than $3.5 million; and
(iii)the New Corona Common Shares and the New Unisphere Common Sharesmust have been approved for listing by either the TSE or theCanadian Venture Exchange.
4.Prospectus-level disclosure relating to New Corona and New Unisphere,after giving effect to the Arrangement, and the securities tobe distributed pursuant to the Arrangement, was included inthe joint management proxy circular of Corona and Unispheredated July 23, 2001.
5.Holders of Corona Common Shares and Unisphere Common Shareshad the right to dissent from the Arrangement under section185 of the OBCA, and the Circular disclosed full particularsof this right.
6.Exemptions from registration and prospectus requirements ofthe Legislation in respect of trades made in connection withthe Arrangement, and exemptions from prospectus requirementsof the Legislation in respect of the first trades in New CoronaCommon Shares and New Unisphere Common Shares acquired pursuantto the Arrangement or upon the exercise of stock options distributedprior to the Arrangement or the Corona Warrant distributed pursuantto the Arrangement, are not otherwise available in all Jurisdictions.
7.New Unisphere will be a reporting issuer in each of BritishColumbia, Alberta and Ontario upon the completion of the Arrangement.New Corona will be a reporting issuer in each of British Columbiaand Alberta upon completion of the Arrangement. New Corona willbe a reporting issuer in Ontario upon the listing of the NewCorona Common Shares on the TSE.
ANDWHEREAS under the System, this MRRS Document evidencesthe decision of each Decision Maker (collectively, the "Decision");ANDWHEREAS each of the Decision Makers is satisfied thatthe test contained in the Legislation that provides the DecisionMaker with the jurisdiction to make the Decision has been met:
THEDECISION of the Decision Makers under the Legislationis that all trades in connection with the Arrangement, the exerciseof the Corona Warrant distributed pursuant to the Arrangement,and the exercise of stock options distributed prior to the Arrangementshall not be subject to the Requirements provided that the firsttrade in New Unisphere Common Shares or New Corona Common Sharesacquired pursuant to this Decision will be a distribution or primarydistribution to the public unless:
(i)except in Quebec, the conditions in subsections (3) or (4) ofsection 2.6 of Multilateral Instrument 45-102: Resale of Securities("MI 45-102") are satisfied, and for the purposes of determiningthe period of time that New Unisphere or New Corona has been areporting issuer under section 2.6 or 2.8 of MI 45-102, the periodof time that Corona was a reporting issuer immediately beforethe Arrangement may be included; and
(ii) in Quebec,
(a) the trade is executed through the facilities of an exchange,
(b)no unusual effort is made to prepare the market or to createa demand for the securities that are the subject of the trade,
(c)no extraordinary commission or consideration is paid to a personor company in respect of the trade, and
(d)if the selling shareholder is an insider or officer of the issuer,the selling shareholder has no reasonable grounds to believethat the issuer is in default of securities legislation.
April3, 2002."PaulM. Moore" "H. Lorne Morphy"