Golden Valley Mines Ltd. - s. 1(11)(b)

Headnote

Section 1(11) -- order that issuer is a reporting issuer for purposes of Ontario securities law -- issuer already a reporting issuer in Quebec, British Columbia and Alberta -- issuer's securities listed for trading on the TSX Venture Exchange -- issuer has a substantial connection to Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11).

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED

AND

IN THE MATTER OF

GOLDEN VALLEY MINES LTD.

ORDER

(Clause 1(11)(b)

UPON the application of Golden Valley Mines Ltd. ("Golden Valley") to the Ontario Securities Commission (the "Commission") for an order pursuant to clause 1(11) (b) of the Securities Act (Ontario) (the "Act") that Golden Valley is a reporting issuer for the purposes of Ontario securities law;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON Golden Valley representing to the Commission as follows:

1. Golden Valley was organized under the laws of Canada and its head office is located at 152 Chemin de la Mine Ecole, Val d'Or, Quebec, J9P 7B6.

2. Golden Valley is a reporting issuer in the following jurisdictions, and is not a reporting issuer or its equivalent in any jurisdiction of Canada other than as set out below:

Jurisdiction	Date it became a
	reporting issuer
British Columbia	December 20, 2002
Alberta	August 28, 2001
Quebec	December 20, 2001

3. Golden Valley's securities are traded or quoted on the TSX Venture Exchange (the "Exchange") and on the Gray Market of the OTC in the United States, and not on any other stock exchange or trading or quotation system.

4. Golden Valley is in good standing with respect to the rules, regulations and policies of the Exchange.

5. Golden Valley is not designated as a capital pool company by the Exchange.

6. Golden Valley is not on the default list of the securities regulatory authorities of British Columbia, Alberta and Quebec.

7. Neither Golden Valley nor any of its directors, officers or controlling shareholders have:

(i) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;

(ii) entered into a settlement agreement with a Canadian securities regulatory authority; or

(iii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

8. Neither Golden Valley nor any of its directors, officers or controlling shareholders have been subject to:

(i) any known ongoing or concluded investigations by:

A. a Canadian securities regulatory authority; or

B. a court or regulatory body, other than a Canadian securities regulatory authority that would be likely to be considered important to a reasonable investor making an investment decision; or

(ii) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the past 10 years.

9. None of the directors, officers or controlling shareholders of Golden Valley is or has been, at the time of such event, an officer or director of any other issuer which is or has been subject to:

(i) any cease trade or similar orders, or orders that denied access to any exemptions under applicable Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or

(ii) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

10. Golden Valley will remit all participation fees due and payable by it pursuant to Commission Rule 13-502 Fees by no later than two business days from the date hereof.

11. Golden Valley has received a geographic analysis report from its transfer agent indicating that as of December 3, 2007, Golden Valley's beneficial shareholders resident in Ontario hold 33% of the total outstanding securities of Golden Valley. In addition, Golden Valley is advised that its registered shareholders resident in Ontario hold 98.67% of the total outstanding securities of Golden Valley. As a result of the number of its shareholders resident in Ontario, Golden Valley has a significant connection to Ontario.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to clause 1(11)(b) of the Act that Golden Valley is a reporting issuer for the purposes of Ontario securities law.

DATED January 17, 2008