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.
September 2, 2005
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA, ONTARIO, QUEBEC, NEW BRUNSWICK,
NOVA SCOTIA AND NEWFOUNDLAND AND LABRADOR (the Jurisdictions)
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR
EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
LONMIN INVESTMENTS CANADA INC. (the Filer)
MRRS DECISION DOCUMENT
The local securities regulatory authority or regulator (the Decision Maker) in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer is deemed to have ceased to be a reporting issuer (the Requested Relief).
Under the Mutual Reliance Review System for Exemptive Relief Applications
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) this MRRS decision document evidences the decision of each Decision Maker.
Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.
This decision is based on the following facts represented by the Filer:
1. The Filer was formed under the Canada Business Corporation Act upon the amalgamation of Southern Platinum Corp. ("SPC") and Lonmin Investments Canada Inc. on August 1, 2005;
2. The head office of the Filer is located in Toronto, Ontario;
3. SPC was a reporting issuer in each of the Jurisdictions and in British Columbia and Saskatchewan prior to August 1, 2005 and the Filer became a reporting issuer on August 1, 2005 in each of the Jurisdictions and in British Columbia and Saskatchewan as it was formed as a result of the amalgamation of a reporting issuer with another company;
4. the Filer has filed a notice under British Columbia Instrument 11-502 Voluntary Surrender of Reporting Issuer Status to voluntarily surrender its reporting issuer status in British Columbia; such notice became effective August 10, 2005;
5. the Filer ceased to be a reporting issuer in Saskatchewan on August 1, 2005 pursuant to SK General Ruling/Order 52-904 Certain Issuers Ceasing to be Reporting Issuers in Reorganizations and Take-over Bids;
6. the outstanding securities of the Filer, 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;
7. no securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation;
8. the Filer has no plans to seek public financing by offering its securities in Canada;
9. the Filer is in technical default of its obligation to file and deliver its interim financial statements for the period ended June 30, 2005 but is not otherwise in default of any of its obligations under the Legislation as a reporting issuer; and
10. the Filer is applying for relief to cease to be a reporting issuer in all of the jurisdictions in Canada where it is currently a reporting issuer.
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.
"Wendell S. Wigle, QC"
"David L. Knight, FCA"