The Securities Commission has granted Millennial Precious Metals Corp. (Millennial) an exemption from continuous disclosure requirements, certification requirements, and insider reporting requirements, subject to specific conditions. This decision is based on the fact that Millennial is a wholly-owned subsidiary of Integra Resources Corp. (Integra), which is a reporting issuer in all Canadian provinces and territories.
Key conditions for the exemption include:
1. Integra must own all voting securities of Millennial.
2. Integra must comply with all filing requirements under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102).
3. Millennial can only issue securities to Integra or under certain exemptions, and it must not have any securities traded other than specified warrants and securities held by financial institutions or Integra affiliates.
4. Millennial must file notices or copies of Integra’s disclosure documents electronically.
5. Integra must send all disclosure materials to holders of Millennial’s warrants.
6. Integra must disclose material changes promptly.
7. Millennial must issue a news release and file a material change report for any material changes not related to Integra.
For certification requirements, Millennial is exempt provided it does not file its own interim or annual filings and files copies of Integra’s certificates or a notice indicating reliance on Integra’s certificates.
Insiders of Millennial are exempt from insider reporting requirements if they do not receive non-public material information and are not insiders of Integra in any other capacity, except by virtue of being insiders of Millennial. Additionally, Integra must not beneficially own any Millennial warrants, except those acquired through exercise and not traded.
The exemptions are based on the rationale that the disclosure by Millennial would not be meaningful or beneficial to warrant holders and would impose significant costs, given that Integra will consolidate Millennial’s financial reporting and is already subject to disclosure obligations.
The decision is grounded in the securities legislation of British Columbia and Ontario, specifically sections 13.1 of NI 51-102, 8.6 of National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, and sections 2.1, 6.1, and 10.1 of National Instrument 55-102 System for Electronic Disclosure by Insiders and National Instrument 55-104 Insider Reporting Requirements and Exemptions. The British Columbia Securities Commission is the principal regulator for this application, and the decision also applies to Ontario and other Canadian jurisdictions where Millennial is a reporting issuer.