Headnote
Mutual Reliance Review System for Exemptive Relief Applications – relief granted from
the requirement to prepare and file a technical report in connection with an arrangement
– property only to be in operation until the middle of 2002
Applicable British Columbia Provisions
National Instrument 43-101 Standards of Disclosure for Mineral Projects,
ss. 4.2 and 9.1
IN THE MATTER OF THE SECURITIES LEGISLATION
OF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA, ONTARIO, NEWFOUNDLAND
AND LABRADOR, NEW BRUNSWICK, AND PRINCE EDWARD
ISLAND
AND
IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF DAYTON MINING CORPORATION
MRRS DECISION DOCUMENT
[para 1]
WHEREAS the local securities regulatory authority or regulator (the "Decision
Maker") in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario,
Newfoundland and Labrador, New Brunswick, and Prince Edward Island (the
"Jurisdictions") has received an application from Dayton Mining Corporation
("Dayton") for a decision under the securities legislation in the Jurisdictions
(the "Legislation") that the requirement contained in the Legislation to file a
current technical report for a material property (the "Technical Report
Requirement") shall not apply to Dayton with respect to its interest in the Rawhide
Mine (as defined below) in connection with the filing and distribution of a joint
information circular (the "Circular") with Pacific Rim Mining Corporation
("Pacific Rim");
[para 2]
AND WHEREAS under the Mutual Reliance Review System for Exemptive Relief
Applications (the "System"), the British Columbia Securities Commission is the principal regulator
for this application;
[para 3]
AND WHEREAS Dayton has represented to the Decision Makers that:
1. Dayton is an international mining resource company engaged, both directly
and through its wholly-owned subsidiaries, in the acquisition and development
of precious metals
properties;
2. Dayton was incorporated under the laws of British Columbia on May 7, 1985
and is a reporting issuer or the equivalent in each of the provinces of Canada
except Qu�bec and
Nova Scotia;
3. Dayton's authorized share capital is 1,000,000,000 common shares, of which
31,123,974 common shares are outstanding as of January 8, 2002; Dayton's
common shares are currently
listed on The Toronto Stock Exchange (the "TSE") and the American Stock Exchange
under the symbol "DAY";
4. Dayton's head office is located at Suite 2393 – Three Bentall Centre, 595 Burrard
Street, P.O. Box 49186, Vancouver, British Columbia, V7X 1K8;
5. Dayton has been a reporting issuer since 1991 and is currently in good
standing in all of the Jurisdictions;
6. Pacific Rim was incorporated under the laws of British Columbia on January
7, 1986 and is currently a reporting issuer in British Columbia, Alberta
and Ontario; Pacific Rim's
authorized capital is 100,000,000 common shares of which 23,498,600 common
shares are outstanding as of January 8, 2002; Pacific Rim's common shares
are currently listed on the
TSE;
7. on January 8, 2002, Dayton entered into an amalgamation agreement with
Pacific Rim under which Dayton and Pacific Rim will amalgamate (the "Amalgamation") to form
an amalgamated company named "Pacific Rim Mining Corp." ("Amalco");
under the Amalgamation, Dayton shareholders will receive 1.760 common shares of Amalco in
exchange for each common share of Dayton, and Pacific Rim shareholders will receive one
common share of Amalco in exchange for each common share of Pacific Rim; as a result of
the Amalgamation, Dayton shareholders will hold 70% of Amalco's outstanding common shares
and Pacific Rim shareholders will hold 30% of Amalco's outstanding common shares;
8. Dayton and Pacific Rim must obtain their respective shareholders' approval
of the Amalgamation by special resolution at a meeting to be held on or around
April 2, 2002 (the "Meeting"); in connection with the Meeting, Dayton and Pacific Rim will file in
the Jurisdictions and distribute to their respective shareholders the Circular containing
disclosure of the business and affairs of each company, including disclosure on mineral
projects on material properties;
9. section 4.2 of National Instrument 43-101 Standards of Disclosure for Mineral
Projects ("NI 43-101") requires an issuer to file a current technical report
to support information disclosed in certain documents, including an information circular,
filed or made available to the public in a Canadian jurisdiction describing mineral
projects on a property material to the issuer;
10. Dayton currently holds an interest in two material properties:
(a) the El Dorado exploration property located in El Salvador; a geological
report on this property was completed by an independent qualified person,
as defined in NI 43-101, in
March, 2000; and
(b) a 49% non-operating interest in the Denton-Rawhide Mine (the "Rawhide Mine")
located in Nevada, U.S.A. which Dayton acquired in April, 2000;
11. the Rawhide Mine is an open-pit heap leach gold mine, which has been
in continuous operation for approximately ten years;
12. the operator and 51% owner of the Rawhide Mine is Kennecott Mining Corporation
("Kennecott"), a wholly-owned subsidiary of Rio Tinto plc ("Rio
Tinto"); Rio Tinto is a public company registered in the United Kingdom and its
shares are currently listed on the New York Stock Exchange and the Australian Stock
Exchange;
13. no independent technical report has been prepared on the Rawhide Mine;
and
14. Dayton and Kennecott intend to cease open pit mining operations at the
Rawhide Mine by the middle of 2002 and only stockpiled ore will be placed
on leach pads until early 2003;
[para 4]
AND WHEREAS under the System, this MRRS Decision Document evidences the decision
of each Decision Maker (collectively, the "Decision");
[para 5]
AND WHEREAS each of the Decision Makers is satisfied that the test contained
in the Legislation that provides the Decision Maker with the jurisdiction
to make the Decision
has been met;
[para 6]
The Decision of the Decision Makers under the Legislation is that the Technical
Report Requirement shall not apply to Dayton with respect to its interest
in the Rawhide Mine in
connection with the filing and distribution of the Circular.
[para 7]
DATED February 12, 2002.
Brenda Leong
Director