Securities Law & Instruments

Headnote

Subsection 83.1(1) - issuer deemed to be a reportingissuer in Ontario - issuer has been a reporting issuer in Albertasince 1999 and in British Columbia since 1998 - issuer listedand posted for trading on the TSX Venture Exchange - continuousdisclosure requirements of British Columbia and Alberta substantiallyidentical to those of Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 83.1(1).

IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF
INTERNATIONAL KIRKLAND MINERALS INC.

ORDER
(Subsection 83.1(1))

UPON the application (the "Application")of International Kirkland Minerals Inc. (the "Issuer")for an order pursuant to Section 83.1(1) of the Act deemingthe Issuer to be a reporting issuer for the purposes of Ontariosecurities law;

AND UPON considering the Applicationand recommendation of the staff of the Ontario Securities Commission(the "Commission");

AND UPON the Issuer having representedto the Commission as follows:

1. The Issuer was incorporated pursuant to theprovisions of the Company Act (British Columbia) on September26, 1997.

2. The head office of the Issuer is locatedat 20 Queen Street West, Suite 303, Toronto, Ontario M5H 3R3and its registered office is located at 855 West Georgia Street,Suite 800, Vancouver, British Columbia, V6H 3H1.

3. The Issuer has been a reporting issuer underthe Securities Act (British Columbia) (the "BC Act")since December 14, 1998, and under the Securities Act (Alberta)(the "Alberta Act") since November 26, 1999 and isnot in default of any of the requirements of the Alberta Actor the BC Act or the regulations made thereunder. The Issueris not a reporting issuer or equivalent under the securitieslegislation of any other jurisdiction in Canada.

4. The continuous disclosure requirements ofthe BC Act and the Alberta Act are substantially the same asthe requirements under the Act.

5. The continuous disclosure materials filedby the Issuer under the BC Act and under the Alberta Act sincethe inception of the System for Electronic Document Analysisand Retrieval ("SEDAR") are available on SEDAR.

6. The authorized share capital of the Issuerconsists of 110,000,000 shares divided into 100,000,000 commonshares and 10,000,000 preferred shares, of which 6,758,001 commonshares of the Issuer were issued and outstanding as of December24, 2001. As of March 28, 2002, 550,000 options were outstanding,of which 440,000 can be exercised until May 18, 2002 and 110,000can be exercised until May 4, 2004. According to a shareholders'list (the "Shareholders' List") prepared by the Issuer'sregistrar and transfer agent, Computershare Trust Company ofCanada, 2,787,635 common shares of the Issuer (or approximately41.2% of the issued and outstanding common shares of the Issuer)were registered in the names of holders having an address inthe Province of Ontario, as of December 24, 2001.

7. The Issuer has a significant connection toOntario in that: (i) according to the Shareholders' List, asof December 24, 2001, approximately 41.2% of the total numberof outstanding common shares of the Issuer were registered inthe names of holders having an address in the Province of Ontario;and (ii) the Issuer's president, chief executive officer anddirector (Donald M. Clark), as well as three out of the fourremaining directors of the Issuer, are resident in Ontario andsuch individuals beneficially own approximately 2,697,734 commonshares of the Issuer (or approximately 39.9% of the issued andoutstanding common shares of the Issuer), as of December 24,2001.

8. The common shares of the Issuer were originallylisted for trading on February 4, 1999 on the former VancouverStock Exchange and are now listed and posted for trading onthe TSX Venture Exchange ("TSX Venture") (formerlythe Canadian Venture Exchange) under the symbol "IKI".The Issuer is in compliance with all of the rules, regulationsand policies of TSX Venture .

9. The Issuer is not designated as a CapitalPool Company by TSX Venture.

10. The Issuer is not currently required tofile a current technical report pursuant to National Instrument43-101 Standards of Disclosure for Mineral Projects, as theIssuer currently owns no property that is material to the Issuer.

11. The Issuer has not been subject to any penaltiesor sanctions imposed against the Issuer by a court relatingto Canadian securities legislation or by a Canadian securitiesregulatory authority, and has not entered into any settlementagreement with any Canadian securities regulatory authority.

12. Neither the Issuer nor any of its officers,directors nor, to the knowledge of the Issuer, its officersand directors, any of its controlling shareholders, is or hasbeen subject to: (i) any known ongoing or concluded investigationsby: (a) a Canadian securities regulatory authority, or (b) acourt or regulatory body, other than a Canadian securities regulatoryauthority, that would be likely to be considered important toa reasonable investor making an investment decision; or (iii)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.

13. None of the directors or officers of theIssuer, nor to the knowledge of the Issuer, its directors orofficers, any of its controlling shareholders is or has beenat the time of such event, an officer or director of any otherissuer which is or has been subject to: (i) any cease tradeor similar orders, or orders that denied access to any exemptionsunder Ontario securities law, for a period of more than 30 consecutivedays, within the preceding 10 years; or (ii) any bankruptcyor insolvency proceedings, or other proceedings, arrangementsor compromises with creditors, or the appointment of a receiver,receiver manager or trustee, within the preceding 10 years.

14. Neither the Issuer nor any of its officers,directors nor, to the knowledge of the Issuer, its directorsand officers, any of its controlling shareholders, has: (i)been the subject of any penalties or sanctions imposed by acourt relating to Canadian securities legislation or by a Canadiansecurities regulatory authority, (ii) entered into a settlementagreement with a Canadian securities regulatory authority, or(iii) 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.

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

IT IS HEREBY ORDERED pursuant to Subsection83.1(1) of the Act that the Issuer is deemed to be a reportingissuer for the purposes of Ontario securities law.

May 28, 2002.

"Iva Vranic"