Headnote
National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – National Instrument 51-102Continuous Disclosure Obligations, s. 13.1 – National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, s. 4.5 – National Instrument 52-110 Audit Committees, s. 8.1 – National Instrument 58-101 Disclosure of Corporate Governance Practices, s. 3.1 – General – Filer seeks relief from the requirement in s. 1.1 definition of “venture issuer”, that a reporting issuer not have any of its securities listed or quoted on a marketplace outside of Canada and the United States of America, in order to become listed on the Risk Capital Segment of the Lima Stock Exchange Segmento de Capital de Riesgo da la Bolsa de Valores de Lima) (the Exchange) – A venture issuer with common shares listed on the TSXV wants to list on an exchange that does not meet the requirements of the definition of a venture issuer; the Exchange is a junior market that has less onerous requirements than the TSXV; the Exchange requires the Filer to comply with TSXV requirements in order to maintain listing on the Exchange; to remain a venture issuer, the Filer must continue to have its common shares listed on the TSXV and the Exchange must remain a junior market
Applicable Legislative Provisions
National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1 National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, s. 8.6 National Instrument 52-110 Audit Committees, s. 8.1 National Instrument 58-101 Disclosure of Corporate Governance Practices, s. 3.1
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 DURAN VENTURES INC. (the “Filer”)
DECISION
Background
The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction (the “Legislation”) for relief from the requirement in the definition of “venture issuer” in section 1.1 of each of National Instrument 51-102 Continuous Disclosure Obligations, National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, National Instrument 52-110 Audit Committees and National Instrument 58-101 Disclosure of Corporate Governance Practices that a reporting issuer not, at the relevant time, have any of its securities listed or quoted on any of the Toronto Stock Exchange, a U.S. marketplace or a marketplace outside of Canada and the United States of America other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc (the “Exemption Sought”).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission (the “OSC”) is the principal regulator for the application; and
(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System is intended to be relied upon in each of Alberta and British Columbia (collectively with the Jurisdiction, the “Reporting Jurisdictions”).
Interpretation
Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.
Representations
This decision is based on the following facts represented by the Filer:
The Filer exists pursuant to articles of continuance dated October 30, 2008 filed in accordance with the Canada Business Corporations Act.
The registered and head office of the Filer is located in Toronto, Ontario.
The Filer’s common shares (the “Shares”) are listed on the TSX Venture Exchange (the “TSXV”) under the trading symbol “DRV”.
The Filer is a reporting issuer in each of the Reporting Jurisdictions.
The Filer is a junior exploration company with its principal assets located in Peru.
The Filer wishes to list its Shares on the Risk Capital Segment of the Lima Stock Exchange (Segmento de Capital de Riesgo de la Bolsa de Valores de Lima) in Peru (the “Lima Exchange”) due to the Filer’s connection to Peru and to facilitate the sale and transfer of the Shares in Peru.
The Lima Exchange is a junior market.
The Lima Exchange is similar to the TSXV in terms of its requirements as the requirements of the Lima Exchange were modelled after those of the TSXV.
The Lima Exchange requires the Filer to comply with TSXV requirements in order to maintain its listing; the Lima Exchange also requires that the Filer file with the Lima Exchange copies of all public disclosure documents filed with Canadian securities regulators.
The information that the Filer has provided about the Lima Exchange (and its status as a junior market) herein is accurate as at the date of this decision.
The Filer confirms that, as of the date of this application, the Filer is not in default of securities legislation in any of the Reporting Jurisdictions.
Decision
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:
(a) the Lima Exchange is not restructured in a manner that makes it unreasonable to conclude that it is still a junior market;
(b) the representations listed in sections 7 to 10 above continue to be true;
(c) the Filer continues to have the Shares listed on the TSXV; and
(d) the Filer does not have any securities listed or quoted on any of the Toronto Stock Exchange, a U.S. marketplace or a marketplace outside of Canada and the United States of America other than the Lima Exchange, the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc.
“J. Matear”
Jo-Anne Matear Manager, Corporate Finance Branch Ontario Securities Commission