Mutual Reliance Review System for ExemptiveRelief Applications - Decision declaring corporation to be nolonger a reporting issuer following the acquisition of all ofits outstanding securities by another issuer.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c.S.5, as am.,s.83.
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ONTARIO AND QUÉBEC
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR
EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
MSV RESOURCES INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta, Saskatchewan, Ontario and Québec (the "Jurisdictions")has received an application from MSV Resources Inc. ("MSV")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that MSV be deemed to have ceasedto be a reporting issuer or the equivalent under the Legislation;
AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),la Commission des valeurs mobilières du Québecis the principal regulator for this application;
AND WHEREAS MSV has represented to theDecision Makers that:
1. MSV was amalgamated under the Companies Act(Quebec) by letters patent dated November 10, 1959, under theoriginal name Massval Mines Limited. On October 10, 1986, thename of the company was changed to Resources MSV Inc.
2. the head office of MSV is located in Montréaland its mining office is located in Chibougamau, Québec;
3. MSV is a reporting issuer or the equivalentunder the Legislation, and apart from the failure to file itsinterim financial statements for the period ended June 30 andSeptember 30, 2001, MSV is not in default of any other requirementsof the Legislation;
4. the authorized share capital of MSV consistsof an unlimited number of common shares without par value, ofwhich 44,657,533 shares are issued and outstanding. There areno other securities, including debt obligations, currently issuedand outstanding other than the Shares and the private debentures,which are now convertible into shares of Campbell ResourcesInc. ("Campbell");
5. Campbell is listed for trading on the TorontoStock Exchange;
6. at the Annual and Special Meeting held onJune 13, 2001, the shareholders of MSV have approved the Mergerwith Campbell and GéoNova Explorations Inc., by whichMSV and GéoNova had become on June 30, 2001, wholly ownedsubsidiaries of Campbell;
7. on June 30, 2001, MSV's Articles of Incorporationwere amended to give effect to the exchange of all MSV's Sharesfor Campbell shares on the basis of one Campbell shares forevery 4.1 MSV's common shares;
8. on July 8, 2001, the common shares were delistedfrom the Toronto and Montreal Stock exchanges, and as result,there are no securities of MSV listed or quoted on any exchangeor market in Canada or elsewhere;
9. MSV does not intend to seek public financingby way of an offering of its securities to the public;
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 MSV is deemed to have ceased to be areporting issuer or the equivalent under the Legislation.
May 3, 2002.