Securities Law & Instruments

Headnote

Subsection83.1(1) - issuer deemed to be a reporting issuer in Ontario -issuer has been a reporting issuer in British Columbia since September29, 1982 and in Alberta since November 26, 1999 - issuer listedand posted for trading on the Canadian Venture Exchange - continuousdisclosure requirements of British Columbia and Alberta substantiallysimilar to those of Ontario

ApplicableOntario Statutory Provisions

SecuritiesAct, R.S.O. 1990, c.S.5, as am. S. 83.1(1)

INTHE MATTER OF

THESECURITIES ACT,

R.S.O.1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

INTHE MATTER OF

CANADIANGOLDEN DRAGON RESOURCES LTD.

OR D E R

(Subsection83.1(1))

UPON the application of Canadian Golden Dragon ResourcesLtd. ("Dragon") for an order pursuant to subsection 83.1(1)of the Act deeming Dragon to be a reporting issuer for the purposesof Ontario securities law;


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


AND UPON Dragon having represented to the Commissionas follows:


1.Dragon is a corporation existing under and governed by the CompanyAct (British Columbia).


2.Dragon has been a reporting issuer under the SecuritiesAct (British Columbia) (the "BC Act") since September 29,1982 (as Shoal Petroleum Ltd.), and became a reporting issuerunder the Securities Act (Alberta) (the "Alberta Act")on November 26, 1999 as a result of the merger of the VancouverStock Exchange and the Alberta Stock Exchange to form the CanadianVenture Exchange (the "CDNX").


3.Dragon is not a reporting issuer in Ontario, and is not a reportingissuer or equivalent, in any other jurisdiction, except BritishColumbia and Alberta.


4.The capital stock of Dragon consists of 100,000,000 common shareswithout par value. As at June 8, 2001, 19,654,813 common shares,options to purchase 1,720,000 common shares, and warrants topurchase 4,330,555 common shares were outstanding.


5.The common shares of Dragon are listed on the Canadian VentureExchange (the "CDNX") and Dragon is in good standing under therules, regulations and policies of the CDNX.


6.Dragon is not in default of any of the requirements of the BCAct or the Alberta Act.


7.The continuous disclosure requirements of the BC Act and theAlberta Act are substantially the same as the requirements underthe Act.


8.The continuous disclosure materials filed by Dragon under theBC Act and under the Alberta Act are available on the Systemfor Electronic Document Analysis and Retrieval.


9.Dragon has a significant connection to Ontario in that: (i)more than 20% of Dragon's common shares are beneficially heldby residents of Ontario; and (ii) Dragon's head office is locatedin Ontario.


10.Dragon has not been subject to any penalties or sanctions imposedagainst Dragon by a court relating to Canadian securities legislationor by a Canadian securities regulatory authority, and has notentered into any settlement agreement in connection therewith.


11.Neither any officer or director of Dragon, nor, to the knowledgeof Dragon, its officers and directors, any shareholder of Dragonholding sufficient securities of Dragon to affect materiallythe control of Dragon, has:

(i) been the subject of any penalties or sanctions imposed bya court relating to Canadian securities legislation or by aCanadian securities regulatory authority or entered into a settlementagreement with a Canadian securities regulatory authority; or


(ii) been subject to any other penalties or sanctions imposedby a court or regulatory body that would be likely to be consideredimportant to a reasonable investor making an investment decision.


12.None of Dragon, any officer or director of Dragon, nor, to theknowledge of Dragon, its officers and directors, any shareholderof Dragon holding sufficient securities of Dragon to affectmaterially the control of Dragon, has been subject to:


(i) any known ongoing or concluded investigations by: (a) aCanadian securities regulatory authority; or (b) a court orregulatory 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 proceedingsarrangements or compromises with creditors, or the appointmentof a receiver, receiver-manager or trustee, within the precedingten (10) years.


13.No other reporting issuer, or equivalent, of which any directoror officer of Dragon or, to the knowledge of Dragon, its officersand directors, a shareholder holding sufficient securities ofDragon to affect materially the control of Dragon, was a directoror officer of at the time of such event have been the subjectof:


(i) any cease trade or similar orders, or orders that deniedaccess to any exemptions under Ontario securities law, for aperiod of more than 30 consecutive days, within the precedingten (10) years;


(ii) any bankruptcy or insolvency proceedings, or other proceedings,arrangements or compromises with creditors within the precedingten (10) years; or


(iii) the appointment of a receiver, receiver-manager or trustee,within the preceding ten (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 Dragon is deemed to be a reporting issuer forthe purposes of the Act.


January 8, 2002.

"John Hughes"