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June 17, 2004
2004: Mid-Year Review
With the first half of 2004 nearing its end, and notwithstanding the recent dips in commodity prices, mining and mining-related activities continue at a significant pace. We are pleased to have participated in a number of transactions on the national and international mining stage. In fact, many of the transactions that we were involved in were nominated for awards at the recent Mines and Money Conference, held in Vancouver in May 2004. We congratulate all those nominated.

Canadian regulators have also kept busy. Over the past six months, as reported in our Updates, there have been a number of regulatory changes that significantly impact public companies operating in Canada that you need to keep in mind, including the following:

  • In January 2004, Canada's securities regulators proposed a new rule addressing corporate governance disclosure and a new policy in respect of effective corporate governance. In March 2004, new rules came into force that raised the bar to reflect recent U.S. developments and address Sarbanes-Oxley issues in Canada. 
    See our January 2004 Securities Law Update
  • In May 2004, the Ontario Securities Commission issued amendments to its Rule 61-501 (which requires majority of minority approval and independent valuations in connection with certain types of related-party and other transactions). Among other amendments, the rule has been changed to include "business combinations." These changes become effective in July 2004. 
    See our February 2004 Securities Law Update
  • Canadian Securities Regulators adopted a new continuous disclosure rule that harmonizes reporting obligations throughout Canada.
    See our February 2004 Securities Law Update
  • In Quebec, in an effort to achieve consistency with other Canadian regulatory jurisdictions, the AMF (which recently replaced the Commission) has issued a notice stating that it will grant relief to "accredited investors" who wish to purchase in Quebec and do not qualify as "sophisticated purchasers." 
    See our May 2004 Securities Law Update
  • The TSX has recently announced that the upcoming amendments to the Company Manual (including charges to the 25% private placement rule, insider participation, private placements, security-based compensation arrangements and normal-course issuer bids) are to be published and implemented over the summer.

In the last twelve months, several Canadian companies have joined the ranks of the London Stock Exchange's Alternative Investment Market (AIM), and interest shows no sign of waning. Since its inception in 1995, AIM has reached a total of 761 companies, three of which are Canadian resource companies that fall in the top ten companies ranked by market capitalization. 
For more information, view our article on how to qualify for
London's Alternative Investment Market

Conclusion

As the North American summer begins it appears that corporate finance activities within the mining sector have to an extent been replaced by merger and acquisition activity. It is anticipated by many that this trend will continue into the fall months with hopefully a concurrent return of investor interest for equity offerings. We will be closely monitoring developments. We are always available to discuss your needs and how we may be able to help you achieve your goals.

The Stikeman Elliott llp Global Mining Group looks forward to a healthy and prosperous second half of 2004.



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