Subsection 83.1(1) - Issuerdeemed to be a reporting issuer in Ontario - Issuer has beena reporting issuer in British Columbia since 1966 and in Albertasince 1999 - Issuer's securities listed and posted for tradingon the TSX Venture Exchange - Continuous Disclosure requirementsof British Columbia and Alberta substantially identical to thoseof Ontario.
UPON the applicationof Inlet Resources Ltd. ("Inlet") for an order pursuantto subsection 83.1(1) of the Act deeming Inlet to be a reportingissuer for the purposes of Ontario securities law;
AND UPON consideringthe application and the recommendation of the staff of the OntarioSecurities Commission (the "Commission");
AND UPON Inlet havingrepresented to the Commission as follows:
1. Inlet was incorporatedas a special limited company in British Columbia on February20, 1961 (Incorporation No. 49826) under the name Copper SooMining Company Limited (Non-Personal Liability) by Memorandumand Articles filed with the Registrar of Companies for BritishColumbia.
2. On February 19, 1964, Inletincreased its authorized capital from 3,000,000 to 5,000,000shares without par value.
3. On July 22, 1969, Inletconverted from a non-personal liability company to a limitedcompany, changed its name to Beaumont Resources Limited andconsolidated its share capital on the basis of one new sharefor five old shares.
4. On July 23, 1973, Inletchanged its name from Beaumont Resources Limited to ConsolidatedBeaumont Resources Ltd. and consolidated its share capitalon the basis of one new share for five old shares.
5. On August 24, 1974, Inletincreased its authorized capital to 6,000,000 shares withoutpar value.
6. On November 22, 1978, Inletchanged its name from Consolidated Beaumont Resources Ltd.to Conbeau Resources Ltd. and consolidated its share capitalon the basis of one new share for three old shares.
7. On December 3, 1984, Inletchanged its name from Conbeau Resources Ltd. to Inlet ResourcesLtd. and increased its authorized share capital from 6,000,000to 20,000,000 shares without par value.
8. On May 1, 1996, Inlet increasedits authorized share capital from 20,000,000 to 100,000,000shares without par value.
9. Inlet has been a reportingissuer under the Securities Act (British Columbia)(the "BC Act") since February 7, 1966, and becamea reporting issuer under the Securities Act (Alberta)(the "Alberta Act") on November 26, 1999 as a resultof the merger of the Vancouver Stock Exchange and the AlbertaStock Exchange to form the Canadian Venture Exchange (nowknown as the TSX Venture Exchange).
10. Inlet is not in defaultof any of the requirements of the BC Act or the Alberta Act.
11. Inlet is not a reportingissuer in Ontario or in any other jurisdiction, other thanBritish Columbia and Alberta.
12. The authorized capitalstock of Inlet consists of 100,000,000 common shares withoutpar value.
13. As at October 1, 2001,32,741,937 common shares and 3,180,000 options to purchasecommon shares of Inlet were outstanding. As at August 29,2001, 9,243,477 common shares representing approximately 35%of Inlet's outstanding common shares as at that date wereheld by residents in Ontario.
14. The common shares of Inletare listed on the TSX Venture Exchange and Inlet is in compliancewith all requirements of the TSX Venture Exchange, other thanInlet is presently deemed an "inactive issuer".
15. The TSX Venture Exchangerequires all of its listed issuers, which are not otherwisereporting issuers in Ontario, to assess whether they havea significant connection to Ontario, as defined in Policy1.1 of the TSX Venture Exchange Corporate Finance Manual,and, upon first becoming aware that it has a significant connectionto Ontario, to promptly make a bona fide applicationto the Commission to be deemed a reporting issuer in Ontario.
16. The continuous disclosurerequirements of the BC Act and the Alberta Act are substantiallythe same as the requirements under the Act.
17. The continuous disclosurematerials filed by Inlet under the BC Act and the AlbertaAct are available on the System for Electronic Document Analysisand Retrieval.
18. Inlet is not a capitalpool company as defined in the policies of the TSX VentureExchange.
19. Neither any officer ordirector of Inlet, nor, to the knowledge of Inlet, its officersand directors, any shareholder of Inlet holding sufficientsecurities of Inlet to affect materially the control of Inlet,has:
(i) been the subject ofany penalties or sanctions imposed by a court relating toCanadian securities legislation or by a Canadian securitiesregulatory authority or entered into a settlement agreementwith a Canadian securities regulatory authority; or
(ii) been subject to anyother penalties or sanctions imposed by a court or regulatorybody that would be likely to be considered important toa reasonable investor making an investment decision.
20. None of Inlet, any officeror director of Inlet, nor, to the knowledge of Inlet, itsofficers and directors, any shareholder of Inlet holding sufficientsecurities of Inlet to affect materially the control of Inlet,has been subject to:
(i) any known ongoing orconcluded investigations by: (a) a Canadian securities regulatoryauthority; or (b) a court or regulatory body, other thana Canadian securities regulatory authority, that would belikely 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, receivermanager or trustee, within the preceding ten years.
21. No other reporting issuer,or equivalent, of which any director or officer of Inlet or,to the knowledge of Inlet, its officers and directors, a shareholderholding sufficient securities of Inlet to affect materiallythe control of Inlet, was a director or officer of at thetime of such event have been the subject of:
(i) any cease trade or similarorders, or orders that denied access to any exemptions underOntario securities law, for a period of more than thirtyconsecutive days, within the preceding ten years; and
(ii) any bankruptcy or insolvencyproceedings, or other proceedings, arrangements or compromiseswith creditors, or been the subject of the appointment ofa receiver, receiver-manager or trustee, within the precedingten years.
22. Inlet seeks to becomea reporting issuer in Ontario because it has a significantconnection to Ontario as approximately 35% of Inlet's commonshares are beneficially held by residents of Ontario.
AND UPON the Commissionbeing satisfied that to do so would not be prejudicial to thepublic interest:
IT IS HEREBY ORDEREDpursuant to subsection 83.1(1) of the Act that Inlet is deemedto be a reporting issuer for the purposes of Ontario securitieslaw.
June 3, 2002.