Securities Law & Instruments


National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- application for an order that the issuer is not a reporting issuer.

Ontario Statutes

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10).



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

(the ACT)




(the Applicant)



(Clause 1(10)(b))

UPON the application of the Applicant to The Ontario Securities Commission (the "Commission") for an order pursuant to clause 1(10)(b) of the Act that the Applicant is not a reporting issuer for the purposes of Ontario securities law (the "Requested Relief");

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

AND UPON the Applicant representing to the Commission that:

1. The Applicant is a junior natural resources and mineral exploration company incorporated in the Province of Ontario on July 11, 2005.

2. The Applicant is governed by the laws of the Province of Ontario.

3. The Applicant's head office is located at 67 Yonge Street, Suite 1402, Toronto, Ontario, M5E 1J8.

4. The Applicant filed a prospectus in relation to a proposed initial public offering of common shares ("IPO") with the Commission on June 19, 2008. The Commission issued a receipt in relation to the Prospectus on June 20, 2008, at which point the Applicant became a reporting issuer in Ontario.

5. The Applicant subsequently filed a prospectus in British Columbia with the British Columbia Securities Commission ("BCSC") and an amended and restated prospectus in Ontario with the Commission dated August 21, 2008 amending and restating the prospectus dated June 19, 2008 (collectively, the "Prospectus"). The Applicant thereafter obtained a receipt from the Commission and the BCSC, respectively, on August 22, 2008.

6. All of the securities issued and distributed by the Applicant are fully disclosed in the Prospectus. No further securities have been issued or distributed by the Applicant since August 21, 2008 to the date hereof.

7. The Applicant became a reporting issuer in British Columbia on August 22, 2008. However, on April 9, 2009, having satisfied all of the requirements of BC Instrument 11-502, the Applicant has filed a Notice of its Voluntary Surrender of Reporting Issuer Status in British Columbia with the BCSC.

8. Due to the unprecedented deterioration of the capital markets since becoming a reporting issuer in Ontario, the Applicant has been unsuccessful in completing its IPO.

9. The Applicant has no current intention to seek public financing by way of an offering of securities.

10. The outstanding securities of the Applicant, including debt securities, are beneficially owned, directly or indirectly by 24 security holders in Ontario as of the date hereof, and fewer than 51 security holders in Canada.

11. No securities of the Applicant are traded on a market place as defined in National Instrument 21-101 Marketplace Operation.

12. The Applicant is unable to rely on CSA Staff Notice 12-703 Applications for a Decision that an Issuer is not a Reporting Issuer ("CSA Staff Notice 12-703") since the 24 security holders of the Applicant in Ontario exceed by nine the maximum number of security holders permitted under the simplified procedure contemplated by CSA Staff Notice 12-703.

13. The Applicant is applying for a decision that the Applicant is not a reporting issuer in Ontario.

14. Upon the grant of the Requested Relief, the Applicant will not be a reporting issuer or the equivalent in any jurisdiction in Canada.

15. The Applicant is not in default of any of its obligations under the Legislation as a reporting issuer.

AND UPON the Commission being satisfied that granting this Order would not be prejudicial to the public interest.

IT IS HEREBY ORDERED pursuant to clause 1(10)(b) of the Act that, for the purposes of Ontario securities law, the Applicant is not a reporting issuer.

DATED at Toronto, Ontario on this 28th day of April, 2009

"Suresh Thakrar"
Ontario Securities Commission
"Carol S. Perry"
Ontario Securities Commission