Securities Law & Instruments

Headnote

Reporting issuer in Alberta and British Columbiathat is listed on TSX Venture Exchange deemed to be a reportingissuer in Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as amended,s. 83.1(1).

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, CHAPTER S.5,AS AMENDED (the "Act")

AND

IN THE MATTER OF

ENDEAVOUR MINING CAPITAL CORP.

 

ORDER

(Section 83.1(1))

UPON the application of Endeavour MiningCapital Corp. (the "Company") to the Ontario SecuritiesCommission (the "Commission") for an order pursuantto section 83.1(1) of the Act that the Company be deemed tobe a reporting issuer for the purposes of Ontario securitieslaw;

AND UPON considering the applicationand the recommendation of staff of the Commission;

AND UPON the Company having representedto the Commission that:

1. The Company is a company governed by theCompanies Law (Cayman Islands), as amended. Its headoffice and registered office are located in George Town, GrandCayman, Cayman Islands, British West Indies.

2. Upon the exchange of securities of theCompany for outstanding securities of Welcome OpportunitiesLtd. ("Welcome") effective September 9, 2002, inconnection with a statutory arrangement (the "WelcomeArrangement"), the Company became a "reporting issuer"under the Securities Act (Alberta) (the "AlbertaAct") and under the Securities Act (British Columbia)(the "B.C. Act") as one of the issuers participatingin such arrangement, namely Welcome, was a reporting issuerunder the Alberta Act and under the B.C. Act.

3. Upon closing of the Welcome Arrangement,the Company did not become a "reporting issuer"under the Act as Welcome had been a reporting issuer underthe Act for less than 12 months prior to September 9, 2002.

4. The Company is not a reporting issuer orits equivalent under the securities legislation of any jurisdictionin Canada other than the Alberta Act and the B.C. Act. Priorto the Welcome Arrangement, Welcome was not a reporting issueror its equivalent under the securities legislation of anyjurisdiction in Canada other than the Alberta Act, the B.C.Act, and the Act. Welcome is a reporting issuer under theAct. In a separate application to the Commission, Welcomehas applied to be deemed to have ceased to be a reportingissuer under the Act.

5. The authorized capital of the Company consistsof US $2,000,000, divided into 100,000,000 ordinary votingshares (the "EMCC Shares") with a par value of US$0.01 each, 15,542,868 of which were outstanding as at October20, 2002, and 100,000,000 undesignated shares with a par valueof US $0.01 each, none of which have been issued. An aggregateof 675,000 EMCC Shares have been reserved for issuance onthe exercise of stock options granted by the Company to itsdirectors, officers and consultants and to individuals whowere directors, officers, employees of or consultants to Welcomeprior to closing of the Welcome Arrangement, in exchange fortheir stock options to purchase common shares (the "WelcomeShares") in the capital of Welcome.

6. The EMCC Shares were listed on the TSXVenture Exchange (the "TSX-V") on September 9, 2002under the symbol "EDV" and the Welcome Shares weredelisted from the TSX-V on September 10, 2002.

7. As a result of the Welcome Arrangement,the former holders of Welcome Shares acquired 28.74% of theissued and outstanding EMCC Shares. As a result of the WelcomeArrangement, the Company owns all of the issued and outstandingWelcome Shares.

8. The Company is not in default of any requirementsof the B.C. Act, the Alberta Act, or any of the rules andregulations thereunder. The Company is not in default of anyrequirements of the TSX-V or any of the rules and policiesof the TSX-V. To the best knowledge of management of the Company,the Company has not been the subject of any enforcement actionsby the British Columbia or Alberta Securities Commissionsor by the TSX-V.

9. The continuous disclosure requirementsof the Alberta Act and the B.C. Act are substantially thesame as the requirements under the Act.

10. In order to obtain the approval of theholders of Welcome Shares in respect of the Welcome Arrangementand as a condition to receiving TSX-V acceptance of the WelcomeArrangement and the listing of the EMCC Shares in substitutionfor the Welcome Shares, Welcome was required to file withthe TSX-V for its review and approval a management informationcircular in draft form and containing prospectus-level disclosurein respect of the Welcome Arrangement and the parties thereto,namely Welcome, the Company and Endeavour Capital Corporation.On or about August 6, 2002, Welcome filed a management informationcircular dated July 30, 2002 on the System for ElectronicDocument Analysis and Retrieval ("SEDAR"), whichcircular was accepted by the TSX-V as meeting the TSX-V requirements.The materials filed by the Company under the Alberta Act andthe B.C. Act are available on SEDAR under the Company's SEDARprofile. The materials filed by Welcome under the AlbertaAct, the B.C. Act and the Act are available on SEDAR underWelcome's SEDAR profile.

11. The Company has a significant connectionto Ontario in that, upon closing of the Welcome Arrangement,the Company had 22 shareholders registered with an addressin Ontario and holding a total of 4,068,139 EMCC Shares or26.17% of a total of 15,542,868 EMCC Shares outstanding.

12. Neither the Company nor any of its directors,officers nor, to the best knowledge of the Company and itsdirectors and officers, any controlling shareholder of theCompany, has:

(i) been the subject of any penalties orsanctions imposed by a court relating to Canadian securitieslegislation or by a Canadian securities regulatory authority,

(ii) entered into a settlement agreementwith a Canadian securities regulatory authority, or

(iii) been subject to any other penaltiesor sanctions imposed by a court or regulatory body thatwould be likely to be considered important to a reasonableinvestor making an investment decision.

13. Neither the Company nor any of its directors,officers nor, to the best knowledge of the Company, its directorsand officers, any controlling shareholder of the Company,is or has been subject to:

(i) any known ongoing or concluded investigationsby (a) a Canadian securities regulatory authority, or (b)a court or regulatory authority, other than a Canadian securitiesregulatory authority, that would be likely to be consideredimportant to a reasonable investor making an investmentdecision; or

(ii) any bankruptcy or insolvency proceeding,or proceedings, or other proceedings, arrangements or compromiseswith creditors, or the appointment of a receiver, receiver-manageror trustee, within the preceding ten years.

14. None of the directors or officers of theCompany nor, to the best knowledge of the Company, its directorsand officers, any controlling shareholder of the Company,is or has been at the time of such event a director or officerof any other corporation which is or has been subject to:

(i) any cease trade or similar orders, ororders that denied access to any exemptions under Ontariosecurities law, for a period of more than 30 consecutivedays, within the preceding ten years; or

(ii) any bankruptcy or insolvency proceedings,or other proceedings, arrangements or compromises with creditors,or the appointment of a receiver, receiver-manager or trustee,within the preceding ten years.

AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to section 83.1(1)of the Act that the Company be deemed to be a reporting issuerfor the purposes of Ontario securities law.

November 6, 2002.

"John Hughes"