Mutual Reliance Review System for Exemptive Relief Applications. Issuer deemed to have ceased to be a reporting 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
ALBERTA, NOVA SCOTIA, ONTARIO,
QUEBEC AND SASKATCHEWAN
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
BLACK HAWK MINING INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the "Decision Maker", and collectively, the "Decision Makers") in each of the Provinces of Alberta, Nova Scotia, Ontario, Québec and Saskatchewan (the "Jurisdictions") has received an application (the "Application") from Black Hawk Mining Inc. (the "Filer") for a decision under the securities legislation of each of the Jurisdictions (the "Legislation") that the Filer be deemed to have ceased to be a reporting issuer.
AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Ontario Securities Commission is the principal regulator for this application;
AND WHEREAS, unless otherwise defined, the terms herein have the meaning set out in National Instrument 14-101 Definitions or in Québec Commission Notice 14-101;
AND WHEREAS the Filer has represented to the Decision Makers that:
The relevant facts are as follows:
1. The Filer was formed on October 17, 2003 under the Companies Act (Québec) pursuant to the amalgamation of Black Hawk Mining Inc. ("Black Hawk") and 9132-5216 Québec Inc. ("Subco").
2. Black Hawk was originally incorporated under the Mining Companies Act (Québec) on May 20, 1960 and continued under Part 1A of the Companies Act (Québec) on April 12, 1982.
3. Subco was incorporated on August 11, 2003 under the Companies Act (Québec), as a wholly-owned subsidiary of Glencairn Gold Corporation ("Glencairn"), for the sole purpose of effecting the business combination (the "Business Combination") involving Black Hawk, Subco and Glencairn.
4. On October 17, 2003, Glencairn, Subco and Black Hawk completed the Business Combination in accordance with the provisions of the Companies Act (Québec), pursuant to which Black Hawk amalgamated with Subco to form the Filer.
5. As a result of the Business Combination, the Filer became a wholly-owned subsidiary of Glencairn as Glencairn acquired all of the issued and outstanding common shares of Black Hawk in consideration for common shares of Glencairn. Glencairn issued Glencairn common shares to the former shareholders of Black Hawk on the basis of one Glencairn common share for every three common shares of Black Hawk.
6. The Filer is a reporting issuer in each of the Provinces of Alberta, Nova Scotia, Ontario, Québec and Saskatchewan.
7. As of the date of the Application, the Corporation was not in default of any requirements under the securities legislation applicable to it in any Jurisdiction.
8. As of January 29, 2004, the Corporation was not in default of any requirements under the securities legislation applicable to it in any Jurisdiction, other than its failure to file interim financial statements for the three-month period ended September 30, 2003.
9. The Filer is principally engaged in mining, processing and exploration for gold in Canada and Nicaragua and holds interests in an operating mine in Nicaragua.
10. The authorized capital of the Filer consists of an unlimited number of common shares, of which 100 common shares are issued and outstanding as of the date hereof. Glencairn is the beneficial holder of all of the outstanding common shares of the Filer.
11. The common shares of the Filer were delisted from the Toronto Stock Exchange ("TSX") on October 24, 2003.
12. The common shares of Glencairn are listed on the TSX.
13. As of January 21, 2004, 23 persons, being former directors, officers, employees and consultants of the Filer, held options of Black Hawk (the "Options"), such Options entitle the holders thereof to purchase an aggregate of 1,038,333 common shares of Glencairn.
14. As of January 21, 2004, there were 24 holders of securities of the Corporation, of which 12 were resident in the Province of Ontario, one was resident in the Province of British Columbia and 11 were resident outside of Canada.
15. The following table sets out the expiry dates of the issued and outstanding Options:
Expiry Date Number of Options October 11, 2004 25,000 January 30, 2005 150,000 June 29, 2005 100,000 July 24, 2006 15,000 January 28, 2007 250,000 March 31, 2007 100,000 April 13, 2007 50,000 November 17, 2007 100,000 July 5, 2008 50,000 August 25, 2008 625,000 August 30, 2008 140,000 May 15, 2010 160,000 May 30, 2010 675,000 April 17, 2011 200,000 May 14, 2011 75,000 November 12, 2011 150,000 May 27, 2012 100,000 July 7, 2013 150,000 Total 3,115,000
16. Pursuant to the terms of the Business Combination, all of the Options outstanding as of the date of the Business Combination were deemed to be exercisable into common shares of Glencairn.
17. Other than its common shares and the Options, the Filer has no other securities, including debt securities, outstanding.
18. The Filer does not have any of its securities traded through any exchange or market.
AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the "Decision");
AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation of the Jurisdictions that provides the Decision Maker with the jurisdiction to make the Decision has been met;
THE DECISION of the Decision Makers under the Legislation is that the Filer is deemed to have ceased to be a reporting issuer under the Legislation.
April 2, 2004.
"Paul M. Moore"
"Wendell S. Wigle"