Mutual Reliance Review System for Exemptive Relief Applications -- issuer deemed to have ceased to be a reporting issuer.
Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA, SASKATCHEWAN, MANITOBA, ONTARIO,
NOVA SCOTIA, AND NEWFOUNDLAND AND LABRADOR
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
RE-CON BUILDING PRODUCTS INC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatory authority or regulator (the Decision Maker) in each of Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia, and Newfoundland and Labrador (the Jurisdictions) has received an application from Re-Con Building Products Inc. (Re-Con or the Applicant) for a decision under the securities legislation of the Jurisdictions (the Legislation) that Re-Con be deemed to cease to be a reporting issuer in the Jurisdictions;
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 Applicant has represented to the Decision Makers that:
1. the Applicant was incorporated in British Columbia under the Company Act (British Columbia) on August 17, 1992;
2. the Applicant's head office is located at 2130 McCallum Rd., Abbotsford, British Columbia;
3. on March 15, 2004, all of the issued and outstanding common shares in the capital of Re-Con were acquired by Stone Mountain Holdings Inc. (SMH) pursuant to a statutory plan of arrangement between Re-Con and its shareholders under the Company Act (British Columbia), so that Re-Con has become a wholly-owned subsidiary of SMH;
4. while the Re-Con Shares had been listed and posted for trading on the TSX Venture Exchange under the trading symbol "REC", effective at the opening of the markets on March 15, 2004, the common shares of SMH started trading instead, and the Re-Con Shares were delisted from the TSX Venture Exchange;
5. the outstanding securities of the Applicant, including debt securities, are now beneficially owned, directly or indirectly, by less than 15 security holders in each of the jurisdictions in Canada and less than 51 security holders in total in Canada;
6. no securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation;
7. the Applicant is applying for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer;
8. the British Columbia Securities Commission has accepted the Applicant's "Notice of Voluntary Surrender of Reporting Issuer Status", and the Applicant is not a reporting issuer in any jurisdiction other than those which are contemplated in the current MRRS application;
9. while the Applicant is currently in default with respect to the submission of its most recent interim financial statements, it was not in default at the time of the above reorganization;
10. the Applicant is not in default of any other obligations under the Legislation as a reporting issuer; and
11. the Applicant has no intention to seek public financing by offering its securities in Canada.
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 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 Re-Con is deemed to have ceased to be a reporting issuer in the Jurisdictions.
July 7, 2004.
"Paul K. Bates"
"H. Lorne Morphy"