August 11th, 2015
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
GOLD RESERVE INC.
(the “Filer”)
DECISION
Background
The securities regulatory authority or regulator in the Jurisdiction (the “principal regulator”) has received an application from the Filer for a decision under the securities legislation of the Jurisdiction (the “Legislation”) for relief from:
(i) the requirements otherwise applicable to the Filer as a reporting issuer who is not a venture issuer in each of the following instruments, including the forms thereof (collectively, the “Instruments”):
a. National Instrument 41-101 - General Prospectus Requirements;
b. National Instrument 51-102 - Continuous Disclosure Obligations;
c. National Instrument 52-107 - Acceptable Accounting Principles and Auditing Standards;
d. National Instrument 52-109 - Certification of Disclosure in Issuers’ Annual and Interim Filings;
e. National Instrument 52-110 - Audit Committees; and
f. National Instrument 58-101 - Disclosure of Corporate Governance Practices
(the “Disclosure Relief”)
(ii) the formal valuation requirements under sections 4.3 and 5.4 of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”) (the “Valuation Relief”); and
(iii) the minority approval requirements under section 5.6 of MI 61-101 (the “Minority Approval Relief”, and together with the Disclosure Relief and the Valuation Relief, the “Exemption Sought”).
Securities legislation imposes obligations for all reporting issuers. There are different obligations applicable to reporting issuers who are venture issuers and to those that are non-venture issuers. The Exemption Sought, if granted, would permit the Filer to comply with the obligations applicable to venture issuers notwithstanding that the Filer does not meet the criteria in the definition of “venture issuer”.
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;
(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 - Passport System (MI 11-102) is intended to be relied upon in Manitoba, Prince Edward Island and Newfoundland and Labrador with respect to the Disclosure Relief; and
(c) the Filer has provided notice that section 4.7(1) of MI 11-102 is intended to be relied upon in Quebec with respect to the Valuation Relief and Minority Approval Relief.
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 is a corporation incorporated under, and governed by, the Business Corporations Act (Alberta); the Filer's registered office is located in Calgary, Alberta and its head office is located in Spokane, Washington.
In Canada, the Filer's common shares (the “Shares”) are listed on the TSX Venture Exchange (the “TSXV”) under the symbol “GRZ”. The Filer is a reporting issuer in British Columbia, Alberta, Manitoba, Saskatchewan, Ontario, Quebec, Nova Scotia, New Brunswick, Prince Edward Island and Newfoundland and Labrador.
In certain of the Instruments, the definition of “venture issuer” excludes, a reporting issuer, who at the applicable time, has any of its securities listed or quoted on any of the Toronto Stock Exchange, a U.S. marketplace, or a marketplace outside of Canada or the United States of America other than the Alternative Investment Market of the London Stock Exchange of the PLUS markets operating by PLUS Markets Group plc. (the “Venture Issuer Definition”).
The Filer obtained, effective May 5, 2015, a secondary listing on the Bolsa de Comercio de Santiago, Venture marketplace of the Santiago Stock Exchange (the “Santiago Venture Market”) under the symbol “GRZCL”. The Filer obtained a secondary listing on the Santiago Venture Market on the belief that this listing will provide beneficial exposure to another junior market and investment community. As the Santiago Venture Market is a marketplace and hence a “marketplace outside of Canada”, the Filer does not, subsequent to May 5, 2015, meet the criteria in the Venture Issuer Definition.
The Santiago Venture Market is a venture capital market for small and early stage companies in the mining sector. A listing on the Santiago Venture Market is available only as a secondary listing to entities listed on the TSXV. Pursuant to the Santiago Venture Market listing requirements (the “Listing Requirements”) and pursuant to the agreement entered into between the Santiago Venture Market and the TSXV, securities which are listed on the Santiago Venture Market must also be listed on the TSXV. The filing obligations of the TSXV and the Santiago Venture Market are identical. The Santiago Venture Market defers to the TSXV policy manual in respect of any filing obligations. There are no additional filing obligations with Chilean regulators and no additional ongoing filing obligations with the Santiago Venture Market arising from the listing on the Santiago Venture Market.
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:
the Filer complies with the conditions and requirements of Canadian securities legislation applicable to a venture issuer;
the representation listed in paragraph 5, including for greater certainty, that the filing obligations of the TSXV and the Santiago Venture Market are identical, continue to be true;
the Filer has Shares listed on the TSXV;
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 Santiago Venture Market, the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc;
in the event an exemption under Canadian securities legislation applies to a requirement in the Instruments applicable to the Filer, and a condition to the exemption requires the issuer to be a venture issuer, the Filer may invoke the benefit of that exemption if the Filer meets the conditions required by the exemption except for the condition that the Filer be a venture issuer;
in the event an exemption under Canadian securities legislation applies to a requirement applicable to the Filer as a reporting issuer who is not a venture issuer in the Instruments, and a condition to the exemption requires the issuer to not be a venture issuer, the Filer does not invoke the benefit of the exemption; and
in addition to the foregoing, the Minority Approval Relief is granted provided that, the Filer would be exempt from the minority approval requirements in section 5.6 of MI 61-101, but for the fact that it does not meet the requirements of subparagraph 5.7(1)(b)(i) of MI 61-101.
“Kathryn Daniels”
Deputy Director, Corporate Finance
Ontario Securities Commission