HeadnoteSubsection83.1(1) - issuer deemed to be a reporting issuer in Ontario -issuer has been a reporting issuer in Alberta since November 2,1993 and in British Columbia since November 26, 1999 - issuerlisted and posted for trading on the Canadian Venture Exchange- continuous disclosure requirements of British Columbia and Albertasubstantially identical to those of Ontario.
StatutesCitedSecuritiesAct, R.S.O. 1990, c.S.5, as am., ss. 83.1(1).
INTHE MATTER OF
R.S.O.1990, CHAPTER S.5, AS AMENDED (the "Act")
INTHE MATTER OF
SEVENCLANS RESOURCES LTD.
(Subsection83.1(1))UPONthe application of Seven Clans Resources Ltd. (the "Company")for an order pursuant to subsection 83.1(1) of the Act deemingthe Company to be a reporting issuer for the purposes of Ontariosecurities law;
ANDUPON considering the application and the recommendationof the staff of the Commission;
ANDUPON the Company representing to the Commission as follows:
1.The Company was continued under the Business Corporations Act(Ontario) on November 21, 2001.
2.The principal and head office of the Company is located at 32Roxborough Street East, Toronto, Ontario, M4W 1V6.
3.The authorized capital of the Company consists of an unlimitednumber of common shares of which 8,481,121 common shares are issuedand outstanding as at March 12, 2002.
4.The Company has a significant connection to Ontario as all ofits directors and officers are resident in Ontario, and 8,128,288common shares of the Company or approximately 96% of the totalissued common shares of the Company are registered to residentsof Ontario, whose last address on the Company's register of shareholderswas in Ontario, as at March 12, 2002.
5.The Company is a reporting issuer under the Securities Act (Alberta)(the "Alberta Act") since November 2, 1993 and became a reportingissuer under the Securities Act (British Columbia) (the "BC 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 ("CDNX"). The Company is not in default of anyrequirements of the BC Act and Alberta Act.
6.The Company is not a reporting issuer in Ontario, and is not areporting issuer, or equivalent, in any other jurisdiction, exceptBritish Columbia and Alberta.
7.The continuous disclosure requirements of the BC Act and the AlbertaAct are substantially the same as the requirements under the Act.
8.The continuous disclosure materials filed by the Company underthe Alberta Act since October 20, 1997 and under the BC Act sinceNovember 26, 1999 are available on the System for Electronic DocumentAnalysis and Retrieval.
9.The common shares of the Company are listed on the CDNX, and theCompany is in compliance with all requirements of the CDNX.
10.The Company is not designated a capital pool company under thepolicies of the CDNX.
11.The Company has not been subject to any penalties or sanctionsimposed against the Company by a court relating to Canadian securitieslegislation or by a Canadian securities regulatory authority,and has not entered into any settlement agreement with any Canadiansecurities regulatory authority.
12.Neither the Company nor any of its officers, directors nor, tothe knowledge of the Company, its officers and directors, anyof its controlling shareholders, has: (i) been the subject ofany penalties or sanctions imposed by a court relating to Canadiansecurities legislation or by a Canadian securities regulatoryauthority, (ii) entered into a settlement agreement with a Canadiansecurities regulatory authority, or (iii) been subject to anyother penalties or sanctions imposed by a court or regulatorybody that would be likely to be considered important to a reasonableinvestor making an investment decision.
13.Neither the Company nor any of its officers, directors, nor tothe knowledge of the Company, its officers and directors, anyof its controlling shareholders, is or has been subject to: (i)any known ongoing or concluded investigations by: (a) a Canadiansecurities regulatory authority, or (b) a court or regulatorybody, other than a Canadian securities regulatory authority, thatwould be likely to be considered important to a reasonable investormaking an investment decision; 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.
14.None of the officers or directors of the Company, nor to the knowledgeof the Company, its officers and directors, any of its controllingshareholders, is or has been at the time of such event an officeror director of any other issuer which is or has been subject to:(i) any cease trade or similar orders, or orders that denied accessto any exemptions under Ontario securities law, for a period ofmore 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 appointmentof a receiver, receiver-manager or trustee, within the preceding10 years.
ANDUPON the Commission being satisfied that to do so wouldnot be prejudicial to the public interest;
ITIS HEREBY ORDERED pursuant to subsection 83.1(1) of theAct that the Company be deemed a reporting issuer for purposesof the Act.