Securities Law & Instruments

Headnote

Issuer that is listed on the Regulated Unofficial Market of the Frankfurt Stock Exchange and the Unregulated Official Market of the Berlin-Bremen Stock Exchange ordered not to be excluded from definition of "venture issuer" under National Instrument 51-102 Continuous Disclosure Obligations solely due to those listings.

Rules Cited

Section 13.1(1) of National Instrument 51-102.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED

AND

NATIONAL INSTRUMENT 51-102

CONTINUOUS DISCLOSURE OBLIGATIONS

AND

IN THE MATTER OF

CANADIAN EMPIRE EXPLORATION CORP.

 

EXEMPTION

(Section 13.1 of NI 51-102)

UPON the Director having received an application from Canadian Empire Exploration Corp. (the Filer) for an order under section 13.1 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) that the current listing of the Filer's common shares (the Shares) on the Unofficial Regulated Market of the Berlin-Bremen Stock Exchange (the URM) and/or the future listing of the Shares on the Regulated Unofficial Market of the Frankfurt Stock Exchange (the RUM) shall not cause the Filer to be excluded from the definition of "venture issuer" solely due to those listings;

AND UPON considering the application and the recommendation of the staff of the Ontario Securities Commission;

AND UPON the Filer having represented to the Director as follows:

1. The Filer is a corporation incorporated under the laws of British Columbia, is a reporting issuer and an exchange issuer under the Securities Act (British Columbia) (the BC Act), is a reporting issuer under the Securities Act (Alberta) (the Alberta Act), is a reporting issuer under The Securities Act (Manitoba), is a reporting issuer under the Securities Act (Ontario) (the Ontario Act) and is not in default of any requirements of the BC Act, the Alberta Act, the Manitoba Act or the Ontario Act, or the rules and regulations pertaining to those acts.

2. A "venture issuer" is defined by NI 51-102 as a reporting issuer that, as at the applicable time, did not have any of its securities listed or quoted on any of the Toronto Stock Exchange, a U.S. marketplace or a marketplace outside of Canada and the United States of America.

3. The Filer does not fall within the definition of a venture issuer solely due to the fact that the Shares are included on the URM.

4. In all other respects, the Filer falls within the definition of venture issuer as provided by NI 51-102.

5. The Shares were included on the URM as a result of applications received from the brokerage firm Berliner Freiverkeher (Aktien) AG (BF), rather than from the Filer.

6. The Filer was not aware that BF made applications to include the Filer in the URM.

7. The URM does not have any ongoing disclosure requirements, minimum listing requirements, or maintenance requirements.

8. The Filer believes that the Shares may be listed on the RUM in the future as a result of applications from third parties.

9. No securities of the Filer are currently listed or quoted on any marketplace, as that term is defined in National Instrument 51-102, other that the URM.

AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;

IT IS THE DECISION of the Director, under section 13.1 of NI 51-102, that the requirement in the definition of venture issuer in NI 51-102, that an issuer not, at the relevant time, have any of its securities listed or quoted on a marketplace outside of Canada and the United States of America, does not apply to the Filer for so long as the securities of the Filer are only listed or quoted on the URM and/or the RUM.

May 28 2004.

"Iva Vranic"