Avalon Ventures Ltd. - ss. 83.1(1)

Headnote

StatutesCited

INTHE MATTER OF

THESECURITIES ACT

R.S.01990, C.S.5 AS AMENDED (the "Act")

AND

INTHE MATTER OF

AVALONVENTURES LTD.

ORDER

(Subsection83.1(1))

UPON the application (the "Application") of AvalonVentures Ltd. (the "Issuer") for an order pursuant to subsection83.1(1) of the Act deeming the Issuer to be a reporting issuerfor the purposes of Ontario securities laws;

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

AND UPON the Issuer representing to the Commissionthat:

1.The Issuer was incorporated by amalgamation under the CompanyAct (British Columbia) on July 24, 1991.

2.The head office of the Issuer is located at 111 Richmond StreetWest, Suite 1116, Toronto, Ontario, M5H 2G4.

3.The Issuer is authorized to issue 100,000,000 common sharesand 25,000,000 preferred shares.

4.As at November 1, 2001, 23,355,248 common shares of the Issuerand no preferred shares of the Issuer were issued and outstanding.Incentive stock options and common share purchase warrants entitlingthe holders to purchase up to 6,158,578 additional common sharesof the Issuer were also outstanding.

5.The Issuer has been a reporting issuer under the SecuritiesAct (British Columbia) (the "B.C. Act") since July 24,1991 and a reporting issuer under the Securities Act(Alberta) (the "Alberta Act") since November 26, 1999. The Companyis not in default of any requirements of the B.C. Act or theAlberta Act.

6.The common shares of the Issuer are listed on the Canadian VentureExchange (the "CDNX") and the Issuer is in compliance with allof the requirements of the CDNX. The Issuer is not designatedas a capital pool company by CDNX.

7.The Issuer has a significant connection to Ontario in that (i)three of its directors, four of its five officers and all ofits salaried personnel are residents of Ontario, (ii) most ofits active properties are located in Ontario, and (iii) morethan 10% of the Issuer's outstanding shares are held by beneficialowners who are residents of Ontario and more than 10% of theIssuer's shares are held by non objecting beneficial owners(as defined in proposed National Instrument 54-101) who areresidents of Ontario.

8.The Issuer is not a reporting issuer in Ontario and is not areporting issuer, or equivalent, in any jurisdiction other thanBritish Columbia and Alberta.

9.The continuous disclosure requirements of the B.C. Act and theAlberta Act are substantially the same as the requirements underthe Act.

10.The continuous disclosure materials filed by the Issuer underthe B.C. Act and the Alberta Act are available on the Systemfor Electronic Document Analysis and Retrieval.

11.There have been no penalties or sanctions imposed against theIssuer by a court relating to Canadian securities legislationor by a Canadian securities regulatory authority, and the Issuerhas not entered into any settlement agreement with any Canadiansecurities regulatory authority.

12.Neither the Issuer nor any of its directors, officers nor, tothe knowledge of the Issuer, its directors and officers, orany of its controlling shareholders, has: (i) been the subjectof any penalties or sanctions imposed by a court relating toCanadian securities legislation or by a Canadian securitiesregulatory authority, (ii) entered into a settlement agreementwith a Canadian securities regulatory authority, or (iii) beensubject to any other penalties or sanctions imposed by a courtor regulatory body that would be likely to be considered importantto a reasonable investor making an investment decision, otherthan Lawrence Page in respect of whom the British Columbia SecuritiesCommission ordered that the exemptions described in sections30-32, 55, 58, 80 and 81 of the Securities Act (BritishColumbia) did not apply for a period of one year commencingJuly 18, 1994.

13.Neither the Issuer nor any of its directors, officers nor, tothe knowledge of the Issuer, its directors and officers, orany of its controlling shareholders, is or has been subjectto: (i) any known ongoing or concluded investigations by: (a)a Canadian securities regulatory authority, or (b) a court ofregulatory body, other than a Canadian securities regulatoryauthority, that would be likely to be considered important toa reasonable investor making an investment decision; or (ii)any bankruptcy or insolvency proceedings, or other proceedings,arrangements or compromises with creditors, or the appointmentof a receiver, receiver-manager or trustee, within the preceding10 years.

14.None of the directors or officers of the issuer, nor to theknowledge of the Issuer, its directors and officers, or anyof its controlling shareholders, is or has been at the timeof such event a director or officer of any other issuer whichis or has been subject to: (i) any cease trade or similar orders,or orders that denied access to any exemptions under Ontariosecurities law, for a period of more than 30 consecutive days,within the preceding 10 years; or (ii) any bankruptcy or insolvencyproceedings, or other proceedings, arrangements or compromiseswith creditors, or the appointment of a receiver, receiver-manageror trustee, within the preceding 10 years.

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

IT IS HEREBY ORDERED pursuant to subsection 83.1(1)of the Act that the Issuer be deemed to be a reporting issuerfor the purposes of Ontario securities law.