Subsection 83.1(1) - Issuer deemed a reportingissuer in Ontario - Issuer has been a reporting issuer in BritishColumbia since November 1985 and in Alberta since November 26,1999- Issuer listed and posted for trading on the TSX Venture Exchange- Issuer not designated as a capital pool company by TSX Venture- Continuous disclosure requirements of British Columbia andAlberta substantially the same as those of Ontario - Directorgrants exemption from subsection 4.1(1) of NI 43-101 and certainfee relief.
Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 83.1(1).
National Instruments Cited
National Instrument 43-101 - Standards of Disclosurefor Mineral Projects (2001), 24 OSCB 303, ss. 4.1(1), 9.1.
IN THE MATTER OF
THE SECURITIES ACT
R.S.O. 1990 CHAPTER S.5, ASAMENDED (the "Act")
ONTARIO REGULATION 1015, R.R.O.1990, AS AMENDED
IN THE MATTER OF
NATIONAL INSTRUMENT 43-101
STANDARDS OF DISCLOSURE FORMINERAL PROJECTS ("NI 43-101")
IN THE MATTER OF
CROWFLIGHT MINERALS INC.
ORDER and DECISION
(Subsection 83.1(1) of theAct, Subsection 9.1(1) of NI 43-101 & Subsection 59(2) ofSchedule I to the Regulation)
UPON the application of Crowflight MineralsInc. (the "Corporation") to the Ontario SecuritiesCommission (the "Commission") for an order pursuantto subsection 83.1(1) of the Act deeming the Corporation tobe a reporting issuer for the purposes of Ontario securitieslaw;
AND UPON the application of the Corporationto the Director of the Commission for a decision that the Corporationbe exempt from the requirement contained in subsection 4.1(1)of NI 43-101 to file a technical report upon first becominga reporting issuer in Ontario and pursuant to subsection 59(2)of Schedule I to the Regulation for a decision that the Corporationbe exempt from the requirement contained in subsection 53(1)of Schedule I to the Regulation to pay a fee in connection withthis application;
AND UPON considering the applicationand the recommendation of the staff of the Commission;
AND UPON the Corporation representingto the Commission and the Director as follows:
1. The Corporation is a corporation incorporatedpursuant to the provisions of the Company Act (BritishColumbia). The head office of the Corporation is 133 RichmondStreet West, Suite 408, Toronto, Ontario M5H 2L3.
2. The authorized share capital of the Corporationconsists of 100,000,000 common shares (the "Common Shares")without par value, 100,000,000 preference shares with parvalue of $10, issuable in series (the "Class "A"Preference Shares"), and 100,000,000 preference shareswith par value of $50, issuable in series (the "Class"B" Preference Shares"), of which 22,508,253Common Shares and nil Class "A" Preference Sharesand nil Class "B" Preference Shares are issued andoutstanding.
3. The Corporation became a reporting issuerunder the Securities Act (British Columbia) (the "B.C.Act") on November 8, 1985 and became a reporting issuerunder the Securities Act (Alberta) (the "AlbertaAct") on November 26, 1999, pursuant to the merger ofthe Alberta and Vancouver Stock Exchanges.
4. The Corporation's common shares trade onthe TSX Venture Exchange ("TSX Venture") under thetrading symbol CML. The Corporation is not designated as aCapital Pool Company by TSX Venture.
5. TSX Venture requires all of its listedissuers, which are not otherwise reporting issuers in Ontario,to assess whether they have a "significant connectionto Ontario" as defined in Policy 1.1 of the TSX VentureCorporate Finance Manual.
6. TSX Venture requires that where an issuer,which is not otherwise a reporting issuer in Ontario, becomesaware that it has a significant connection to Ontario, theissuer promptly make a bona fide application to theCommission to be deemed a reporting issuer in Ontario.
7. The Corporation has a significant connectionto Ontario in that,
(a) as at November 1, 2001, more than 20%of the total number of equity securities of the Corporationheld by registered and beneficial shareholders of the Corporationwere held by registered and beneficial shareholders in Ontario;
(b) the executive office of the Corporationand a majority of the directors of the Corporation are residentin Ontario; and
(c) the Corporation's business and mineralexploration operations generally involve mineral propertieslocated near Sudbury, Ontario.
8. The Corporation has applied to the Commissionpursuant to subsection 83.1(1) of the Act for an order thatit be deemed a reporting issuer in Ontario.
9. Subsection 4.1(1) of NI 43-101 providesthat, upon first becoming a reporting issuer in a Canadianjurisdiction, an issuer shall file with the securities regulatoryauthority in that Canadian jurisdiction, a current technicalreport for each property material to the issuer.
10. The Corporation does not have a currenttechnical report and would not otherwise be required to filea technical report pursuant to NI 43-101 at this time exceptfor having to become a reporting issuer in Ontario pursuantto the TSX Venture Corporate Finance Manual.
11. The Corporation is not a reporting issuerunder the securities legislation of any jurisdiction otherthan the Provinces of British Columbia and Alberta.
12. The Corporation is not in default of anyrequirements of the B.C. Act, the Alberta Act, or any of therules and regulations thereunder, and is not on the listsof defaulting reporting issuers maintained pursuant to theB.C. Act and the Alberta Act. To the knowledge of managementof the Corporation, the Corporation has not been the subjectof any enforcement actions by the British Columbia SecuritiesCommission or the Alberta Securities Commission or by TSXVenture.
13. The continuous disclosure requirementsof the B.C. Act and the Alberta Act are substantially thesame as the requirements under the Act.
14. The materials filed by the Corporationas a reporting issuer in the Provinces of British Columbiaand Alberta since January 1, 1997 are available on the Systemfor Electronic Document Analysis and Retrieval. The Corporation'scontinuous disclosure record is up to date and includes adescription of the Issuer's material mineral projects.
15. There have been no penalties or sanctionsimposed against the Corporation by a court relating to Canadiansecurities legislation or by a Canadian securities regulatoryauthority, and the Corporation has not entered into any settlementagreement with any Canadian securities regulatory authority.
16. Neither the Corporation nor any of itsdirectors, officers, nor, to the knowledge of the Corporation,its directors and officers, any of its controlling shareholdershas: (i) been the subject of any penalties or sanctions imposedby a court relating to Canadian securities legislation orby a Canadian securities regulatory authority, (ii) enteredinto a settlement agreement with a Canadian securities regulatoryauthority, or (iii) been subject to any other penalties orsanctions imposed by a court or regulatory body that wouldbe likely to be considered important to a reasonable investormaking an investment decision.
17. Neither the Corporation nor any of itsdirectors, officers nor, to the best knowledge of the Corporation,its directors and officers, any of its controlling shareholders,is or has been subject to: (i) any known ongoing or concludedinvestigations by: (a) a Canadian securities regulatory authority,or (b) a court or regulatory body, other than a Canadian securitiesregulatory authority, that would be likely to be consideredimportant to a reasonable investor making an investment decision;or (ii) any bankruptcy or insolvency proceedings, or otherproceedings, arrangements or compromises with creditors, orthe appointment of a receiver, receiver-manager or trustee,within the preceding 10 years.
18. None of the directors or officers of theCorporation, nor to the best knowledge of the Corporation,its directors and officers, any of its controlling shareholders,is or has been at the time of such event a director or officerof any other issuer which is or has been subject to: (i) anycease trade or similar orders, or orders that denied accessto any exemptions under Ontario securities law, for a periodof more than 30 consecutive days, within the preceding 10years; 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.
AND UPON the Commission and the Directorbeing satisfied that to do so would not be prejudicial to thepublic interest,
IT IS HEREBY ORDERED pursuant to subsection83.1(1) of the Act that the Corporation be deemed to be a reportingissuer for the purposes of Ontario securities law.
August 2, 2002.
AND IT IS DECIDED pursuant to subsection9.1(1) of NI 43-101 that the Corporation is exempt from subsection4.1(1) of NI 43-101 upon being deemed to be a reporting issuerin Ontario.
AND IT IS FURTHER DECIDED pursuant tosubsection 59(2) of Schedule I to the Regulation that the Corporationis exempt from the requirement contained in subsection 53(1)of Schedule I to the Regulation to pay a fee in connection withthe making of the application under subsection 9.1(1) of NI43-101.
August 2, 2002.