The Ontario Securities Commission granted Element 29 Resources Inc. (the Filer) an exemption from certain requirements that apply to non-venture reporting issuers, allowing the Filer to instead comply with the obligations applicable to venture issuers. This decision was made under various securities legislation and instruments, including the Securities Act (Ontario), National Instruments 41-101, 51-102, 52-107, 52-109, 52-110, 58-101, and Multilateral Instrument 61-101.
The Filer, a mining company with principal assets in Peru, is listed on both the TSX Venture Exchange (TSXV) and the Venture Capital segment of the Bolsa de Valores de Lima (Lima Exchange). Since the Lima Exchange is considered a marketplace outside of Canada, the Filer’s listing there initially disqualified it from being considered a venture issuer.
However, the Lima Exchange defers to the primary stock exchange’s requirements for issuers listed on its Venture Capital segment. As the Filer is also listed on the TSXV, it is subject to TSXV’s requirements, which are not more onerous than those of the Lima Exchange.
The exemption is conditional upon the Filer’s compliance with Canadian securities legislation applicable to venture issuers, its continuous listing on the TSXV and the Venture Capital segment of the Lima Exchange, and the Venture Capital segment maintaining its status as a junior market. The Filer must also inform the Principal Regulator of any material changes to the Venture Capital segment or its status as a junior market.
The exemption allows the Filer to avoid certain disclosure, valuation, and minority approval requirements that would otherwise apply to a non-venture issuer, provided the Filer meets the conditions set by the exemption.