Headnote
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Relief granted from self-dealing prohibitions in section 111(2) and 118(2)(a) of the Act to permit pooled funds to purchase and hold securities of a related party – transaction will comply with the conditions in section 6.1(2) of National Instrument 81-107 Independent Review Committee for Investment Funds, including Independent Review Committee approval – related party purchases will comply with conditions in section 6.2(1) of NI 81-107.
Applicable Legislative Provisions
Securities Act (Ontario), sections 111(2)(a), 111(2)(b), 111(2)(c)(ii), 111(2)(c)(ii), 111(3), 113, 118(2)(a), and 121(2)(a)(ii)
National Instrument 81-107 – Independent Review Committee for Investment Funds, s. 6.1(2)
IN THE MATTER OF
THE SECURITIES LEGISLATION OF ONTARIO AND ALBERTA
(the Jurisdictions)
AND
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS
AND
IN THE MATTER OF
Maximus Ventures Ltd. (The Filer)
DECISION
Background
The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer is not a reporting issuer in the Jurisdictions in accordance with the Legislation (the Exemption Relief Sought).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):
(a) the Ontario Securities Commission is the principal regulator for this application, and
(b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.
Interpretation
Terms defined in National Instrument 14-101 Definitions have the same meaning in this decision, unless otherwise defined.
Representations
This decision is based on the following facts represented by the Filer:
The Filer was incorporated under the Company Act (British Columbia) on August 25, 1987 as Essex Resource Corporation. On April 8, 2002, Essex Resource Corporation changed its name to Maximus Ventures Ltd. The Filer was transitioned under the Business Corporations Act (British Columbia) (BCBCA) on November 3, 2004 and is governed by the BCBCA. The Filer’s administrative office is located at 1111 St-Charles West, Suite 411, West Tower, Longueuil, Quebec, J4K 5G4. The registered office of the Filer is located at 10th Floor, 595 Howe Street, Vancouver, British Columbia V6C 2T5.
The Filer is applying for a decision that it is not a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer. On September 19, 2008, the Filer filed a notice of voluntary surrender of reporting issuer status pursuant to British Columbia Instrument 11-502 Voluntary Surrender of Reporting Issuer Status. On September 29, 2008, the Filer received an acceptance letter from the British Columbia Securities Commission confirming that the Filer ceased to be a reporting issuer in British Columbia effective September 29, 2008.
The Filer and Bear Lake Gold Inc. (Bear Lake), formerly named NFX Gold Inc., entered into a letter agreement dated June 12, 2008 to effect an arrangement under section 288 of the BCBCA (the Arrangement) whereby Bear Lake would become the sole shareholder of the Filer. The terms and conditions of the Arrangement are contained in the Filer’s management proxy circular dated August 13, 2008.
The Arrangement was approved by the shareholders of the Filer at a special meeting of the Filer held on September 11, 2008 and subsequently approved by an order of the Supreme Court of British Columbia issued on September 15, 2008.
The Arrangement was completed on September 16, 2008. In accordance with the terms of the Arrangement, Bear Lake acquired all of the issued and outstanding common shares of the Filer (the Shares) in exchange for an equal number of Bear Lake common shares and the Filer became a wholly-owned subsidiary of Bear Lake.
The Filer’s Shares were voluntarily delisted from the TSX Venture Exchange on September 19, 2008. No securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.
The Filer’s does not have any securities outstanding, including debt securities, other than: (i) the Shares and (ii) warrants to acquire Shares (the Warrants) issued on October 24, 2007 and expiring on April 24, 2009.
The outstanding securities of the Filer are beneficially owned, directly or indirectly, by fewer than 51 securityholders in total in Canada. The Filer’s Shares are all owned by Bear Lake. Effective September 4, 2008, there were 36 holders of Warrants (Warrant Holders) in Canada.
The outstanding securities of the Filer are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions in Canada, except in Ontario where there were 26 Warrant Holders effective September 4, 2008.
At the time the Warrants were issued by the Filer, they entitled the Warrant Holders to acquire Shares of the Filer upon exercise. However, in accordance with the terms of the Warrants and as result of the completion of the Arrangement, the Warrants are now only exercisable into common shares of Bear Lake.
Since completion of the Arrangement, Bear Lake continues to be a reporting issuer in the Jurisdictions. As a result, the Warrant Holders will have access to Bear Lake’s public continuous disclosure record, including, on a consolidated basis, financial information relating to the Filer.
The Filer has no current intention to seek public financing by way of an offering of securities.
The Filer is not in default of any of its obligations under the Legislation as a reporting issuer.
Decision
Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Exemption Relief Sought is granted.
“David L. Knight” “Paul K. Bates”
Commissioner Commissioner
Ontario Securities Commission Ontario Securities Commission