Securities Law & Instruments

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- issuer deemed to have ceased to be a reporting issuer.

Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 83.

October 7, 2004

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF ONTARIO AND QUÉBEC

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

CBJ NIOBEC INC.

 

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the Decision Maker) in each of Ontario and Québec (the "Jurisdictions") has received an application from CBJ Niobec Inc. ("Niobec") for a decision under the securities legislation of the Jurisdictions (the Legislation) that Niobec is deemed to have ceased to be a reporting issuer.

Under the Mutual Reliance Review System for Exemptive Relief Applications

(a) the Agence nationale d'encadrement du secteur financier (also known as "Autorité des marchés financiers") is the principal regulator for this application, and

(b) this MRRS decision document evidences the decision of each Decision Maker.

Interpretation

Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.

Representations

This decision is based on the following facts represented by the Filer:

    • Effective July 2, 2004, Sequoia Minerals Inc. ("Sequoia") amalgamated with 9142-1933 Québec Inc., a wholly-owned subsidiary of Cambior Inc. ("Cambior"), to form CBJ Niobec Inc. ("Niobec");

    • The amalgamation was made as part of the acquisition of Sequoia by Cambior, according to which Sequoia shareholders were entitled to elect to receive for each common share held, $0,60 in cash or 0,15873 of a common share of Cambior or any combination thereof;

    • as a consequence, Niobec became a reporting issuer and a wholly-owned subsidiary of Cambior.

Decision

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 the Requested Relief is granted provided that:

1. The outstanding securities of Niobec, including debt securities, are 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;

2. No securities of Niobec are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation;

3. Niobec 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; and

4. Niobec is not in default of any of its obligations under the Legislation as a reporting issuer other than a technical default of its obligation for failure to file its interim financial statements for the period ended June 30, 2004.

"Eve Poirier"
La chef du Service du financement des sociétés
Autorité des marchés financiers