SEC Division of Corporation Finance no-action letter: Certain Canadian Issuers

Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
USA
Attention: Mr. Paul M Dudek
DANIEL M. MILLER
Partner
(604) 630-5199
FAX (604) 687-8504 miller.dan@dorsey .com
Chief, Office of International Corporate
Finance
Re: Application of Rule 144(i) to Certain Canadian Issuers Dear Sirs and Mesdames:
DORSEY'"
DORSEY & WHITNEY !_LP
We write to seek the confirmation of the Staff that Rule 144 under Securities Act of 1933, as amended (the "Securities Act"), is available for the securities of Canadian issuers that meet the requirements set forth in this letter, notwithstanding that such issuers may have previously been "Shell Companies" (within the meaning of Rule 144(i) under the Securities Act and as defined below) and are not subject to the reporting requirements of Section 13 or 15( d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In particular, we seek the confirmation of the Staff that Rule 144 is available for the securities of any issuer that was previously a Shell Company, provided that the issuer:
(1) is organized under the laws of Canada;
(2) was, at the time it became a public company, a (i) "capital pool company" ("CPC"), which is a Shell Company that is regulated by the TSX Venture Exchange1 or (ii) a "special purpose acquisition corporation" ("SPAC"), which is a Shell Company that is regulated by the Toronto Stock Exchange; 1 The relief requested in this letter is also intended to extend to former Shell Companies that existed under (i) the "capital pool company" program (the "CDNX Program") previously administered by the Canadian Venture Exchange (the "CDNX"), which was a similar program that was replaced by the CPC program following the acquisition of the Canadian Venture Exchange by the Toronto Stock Exchange in 2001, (ii) the "venture capital pool" program (the "VCP Program") previously administered by the Vancouver Stock Exchange, and the "junior capital pool" program (the "JCP Program") previously adminstered by the Alberta Stock Exchange. In 2002, the Canadian Venture Exchange was renamed the TSX Venture Exchange. In 1999, the Canadian Venture Exchange was formed pursuant to the merger of the Vancouver Stock Exchange and the Alberta Stock Exchange. The CDNX Program was a hybrid of the VCP Program and the JCP Program. The applicable rules and administration of all such programs were similar to the current CPC program with respect to the DORSEY & WHITNEY LLP • WWW.DORSEY.COM • T 604.687.5151 • F 604.687.8504 SUITE 1605 • 777 DUNSMUIR STREET • P.O. BOX 10444 • PACIFIC CENTRE • VANCOUVER, B.C., CANADA V7Y 1 K4 USA CANADA EUROPE ASIA-PACIFIC