Pathway Oil & Gas 2010 Flow-Through Limited Partnership (Re), 2012 CanLII 1391

Headnote

NP 11-203 – Exemptions granted to flow-through limited partnerships from the requirements in National Instrument 81-106 Investment Fund Continuous Disclosure to file an annual information form, to maintain and prepare an annual proxy voting record, to post the proxy voting record on its website, and to provide it to securityholders upon request. Flow-through limited partnerships have a short lifespan and do not have a readily available secondary market.

Applicable Legislative Provisions

National Instrument 81-106 Investment Fund Continuous Disclosure, sections 9.2, 10.3, 10.4 and 17.1

January 16, 2012

In the Matter of the Securities Legislation of Ontario (the “Jurisdiction”)

and

In the Matter of the Process for Exemptive Relief Applications in Multiple Jurisdictions

and

In the Matter of Pathway Oil & Gas 2010 Flow-Through Limited Partnership, Pathway Quebec Mining 2010-II Flow-Through Limited Partnership, Pathway Mining 2010-II Flow-Through Limited Partnership, Pathway Mining 2011 Flow-Through Limited Partnership and Pathway Quebec Mining 2011 Flow-Through Limited Partnership (collectively the “Partnerships”)

and

Pathway Oil & Gas 2010 Inc., Pathway Quebec Mining 2010-II Inc., Pathway Mining 2010-II Inc., Pathway Mining 2011 Inc. and Pathway Quebec Mining 2011 Inc. (collectively the “Promoters”, and together with the Partnerships, the “Filers”)

Decision

Background

The principal regulator in the Jurisdiction has received an application from the Filers on behalf of the Partnerships and each future limited partnership promoted by affiliates of each of the Promoters that is identical to the Partnerships in all respects which are material to this decision (“Future Partnerships”, and together with the Partnerships, the “LPs”) for a decision under the securities legislation of the Jurisdiction of the principal regulator (the “Legislation”) for exemptive relief from the requirements to:

(a) prepare and file an annual information form (“AIF”) pursuant to section 9.2 of National Instrument 81-106 Investment Fund Continuous Disclosure (“NI 81-106”) for each financial year if it has not obtained a receipt for a prospectus during the last 12 months preceding its financial year end (the “AIF Relief”);

(b) maintain a proxy voting record (“Proxy Voting Record”) pursuant to section 10.3 of NI 81-106; and

(c) prepare the Proxy Voting Record on an annual basis for the period ending on June 30 of each year, post the Proxy Voting Record on the LPs’ website no later than August 31 of each year and send the Proxy Voting Record to the limited partners of the LPs (“Limited Partners”) upon request, pursuant to section 10.4 of NI 81-106 (paragraphs (b) and (c), together, the “Proxy Voting Record Relief”).

(the AIF Relief and the Proxy Voting Record Relief, together, the “Exemption Sought”).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filers have provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (“MI 11-102”) (i) in respect of the AIF Relief, is intended to be relied upon in Alberta, British Columbia, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Newfoundland and Labrador, Prince Edward Island and the Northwest Territories (the “Non-Principal Passport Jurisdictions”), and (ii) in respect of the Proxy Voting Record Relief, is intended to be relied upon in the Non-Principal Passport Jurisdictions, other than in Quebec.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning in this decision, unless otherwise defined.

Representations

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

1. Each of the Partnerships was formed pursuant to the provisions of the Limited Partnerships Act (Ontario) on the following dates:

Pathway Oil & Gas 2010 Flow-Through Limited Partnership May 13, 2010

Pathway Quebec Mining 2010-II Flow-Through Limited Partnership May 13, 2010

Pathway Mining 2010-II Flow-Through Limited Partnership May 13, 2010

Pathway Mining 2011 Flow-Through Limited Partnership December 8, 2010

Pathway Quebec Mining 2011 Flow-Through Limited Partnership December 10, 2010

2. Each of the foregoing Partnerships (collectively, the “Quebec Partnerships”), became a reporting issuer in Ontario and Quebec by filing a prospectus in Ontario and Quebec with the noted dates:

Pathway Quebec Mining 2010-II Flow-Through Limited Partnership September 23, 2010

Pathway Quebec Mining 2011 Flow-Through Limited Partnership January 25, 2011

3. Each of the foregoing Partnerships (collectively, the “National Partnerships”), became a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador and the Northwest Territories by filing a prospectus in such jurisdictions with the noted dates:

Pathway Oil & Gas 2010 Flow-Through Limited Partnership August 20, 2010

Pathway Mining 2010-II Flow-Through Limited Partnership September 16, 2010

Pathway Mining 2011 Flow-Through Limited Partnership January 27, 2011

4. Pathway Mining 2010-II Flow-Through Limited Partnership additionally became a reporting issuer in Quebec by filing a prospectus in Quebec dated November 4, 2010.

5. Pathway Mining 2011 Flow-Through Limited Partnership is also a reporting issuer in Quebec as the prospectus dated January 27, 2011 was filed in Quebec.

6. Any Future Partnership, if structured in a similar manner to the Quebec Partnerships is expected to be a reporting issuer in Ontario and Quebec or, if structured in a