Securities Law & Instruments

Headnote

Subsection 83.1(1) - issuerdeemed to be a reporting issuer in Ontario - issuer has beena reporting issuer in British Columbia and Alberta since 1997- issuer listed and posted for trading on the TSX Venture Exchange- continuous disclosure requirements of British Columbia andAlberta substantially identical to those of Ontario.

NI 43-101 - issuer exempt fromfiling technical report in subsection 4.1(1) of NI 43-101 andfrom related fee set out in subsection 53(1) of Schedule 1 toReg.

Statutes Cited

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

Regulations Cited

Regulation 1015, R.R.R. 1990,as am., Schedule 1- ss. 53(1), 59(2).

National Instruments Cited

National Instrument 43-101- Standards of Disclosure for Mineral Projects (2001), 24 OSCB303, ss. 4.1(1), 9.1(1).
 
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5,AS AMENDED (the "Act"),
ONTARIO REGULATION 1015,R.R.O. 1990, AS AMENDED (the "Regulation"),
AND NATIONAL INSTRUMENT43-101 STANDARDS OF DISCLOSURE FOR MINERAL PROJECTS
("NI 43-101")

AND

IN THE MATTER OF
STEALTH MINERALS LIMITED
 
ORDER AND DECISION
(Subsection 83.1(1), Subsection9.1(1) of NI 43-10 &
Subsection 59(2) of ScheduleI to the Regulation)

UPON the applicationof Stealth Minerals Limited (the "Issuer") to theOntario Securities Commission (the "Commission") foran order pursuant to subsection 83.1(1) of the Act deeming theIssuer to be a reporting issuer for the purposes of Ontariosecurities law.

AND UPON the applicationof the issuer to the Director of the Ontario Securities Commission(the "Director") pursuant to subsection 9.1(1) ofNI 43-101 for a decision that the Issuer be exempt from therequirement contained in subsection 4.1(1) of NI 43-101 to filea technical report upon first becoming a reporting issuer inOntario and pursuant to subsection 59(2) of Schedule I to theRegulation for a decision that the Issuer be exempt from therequirement contained in subsection 53(1) of Schedule I to theRegulation to pay a fee in connection with this application;

AND UPON consideringthe applications and the recommendation of the staff of theCommission.

AND UPON the Issuer representingto the Commission and the Director that:

1. The Issuer is a corporationincorporated under the laws of Alberta on November 29, 1993.

2. The Issuer's head officeis located in Toronto, Ontario.

3. The Issuer is authorizedto issue an unlimited number of common shares without parvalue and an unlimited number of preferred shares.

4. The Issuer currently has32,399,553 issued and outstanding common shares, 4,850,000outstanding options and warrants to purchase common sharesof the Issuer and no preferred shares outstanding.

5. The Issuer became a reportingissuer under the Securities Act (Alberta) (the "AlbertaAct") pursuant to the issuance of a receipt for the filingof a prospectus of the Issuer dated March 27, 1997 and becamea reporting issuer under the Securities Act (British Columbia)(the "B.C. Act") on April 2, 1997 pursuant to theissuance of a receipt for the filing of a prospectus of theIssuer dated March 27, 1997. The Issuer is not in defaultof any requirements of the B.C. Act or the Alberta Act.

6. The Issuer is not a reportingissuer in Ontario or any jurisdiction other than British Columbiaand Alberta.

7. The common shares of theIssuer are listed on the TSX Venture Exchange (TSX) and theIssuer is in compliance with all requirements of the TSX.

8. The TSX requires all ofits listed issuers which are not otherwise reporting issuersin Ontario, to assess whether they have a "significantconnection to Ontario", as defined in Policy 1.1 of theTSX Corporate Finance Manual ("Significant Connectionto Ontario").

9. The TSX requires that,where an issuer, that is not otherwise a reporting issuerin Ontario, becomes aware that it has a Significant Connectionto Ontario, the issuer promptly make a bona fide applicationto the Ontario Securities Commission (the "Commission")to be deemed a reporting issuer in Ontario.

10. The Issuer applied tothe Commission pursuant to subsection 83.1(1) of the Act foran order that it be deemed to be a reporting issuer in Ontario.

11. Subsection 4.1(1) of NI43-101 provides that, upon first becoming a reporting issuerin a Canadian jurisdiction, an issuer shall file with theregulator in that Canadian jurisdiction a current technicalreport for each property material to the issuer.

12. The Issuer does not havea current technical report or a recent National Policy StatementNo. 2-A report and would not otherwise be required to filea technical report pursuant to NI 43-101 at this time exceptfor having to become a reporting issuer in Ontario pursuantto the provisions of the TSX Corporate Finance Manual.

13. The Issuer's continuousdisclosure record is up to date and includes a descriptionof the Issuer's mineral projects.

14. The Issuer has a significantconnection to Ontario because the Issuer's head office islocated in Ontario, the Issuer's president resides in Ontarioand over 60% of the Issuer's shareholders reside in Ontario.

15. The continuous disclosurerequirements of the B.C. Act and the Alberta Act are substantiallythe same as the requirements under the Act.

16. The continuous disclosurematerials filed by the Issuer under the B.C. Act and the AlbertaAct are available on the System for Electronic Document Analysisand Retrieval.

17. Neither the Issuer norany of its officers, directors nor, to the knowledge of theIssuer, its officers and directors, any controlling shareholdershas (i) been the subject of any penalties or sanctions imposedby a court relating to Canadian securities legislation orby a Canadian securities regulatory authority, (ii) enteredinto a settlement agreement with a Canadian securities regulatoryauthority or (iii) been subject to any other penalties orsanctions imposed by a court or regulatory body that wouldbe likely to be considered important to a reasonable investormaking an investment decision.

18. Neither the Issuer norany of its directors, officers nor, to the knowledge of theIssuer, its directors and officers, any of its controllingshareholders, is or has been subject to: (i) any known ongoingor concluded investigations by: (a) a Canadian securitiesregulatory authority, or (b) a court or regulatory body, otherthan a Canadian securities regulatory authority, that wouldbe 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-managerof trustee, within the preceding 10 years.

19. None of the directorsor officers of the Issuer, nor to the knowledge of the Issuer,its directors and officers, any of its controlling shareholders,is or has been at the time of such event a director or officerof any other issuer which is or has been subject to: (i) anycease trade or similar orders, or orders that denied accessto any exemptions under Ontario securities law, for a periodof more than 30 consecutive days, within the preceding 10years.

AND UPON the Directorbeing 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 the Issuer isdeemed to be a reporting issuer for the purposes of Ontariosecurities law.

June 12, 2002.

"Iva Vranic"

AND IT IS DECIDED pursuantto subsection 9.1(1) of NI 43-101 that the Issuer is exemptfrom subsection 4.1(1) of NI 43-101 upon being deemed to bea reporting issuer in Ontario;

AND IT IS FURTHER DECIDEDpursuant to subsection 59(2) of Schedule I to the Regulationthat the Issuer is exempt from the requirement contained insubsection 53(1) of Schedule I to the Regulation to pay a feein connection with the making of this application.

June 12, 2002.

"Iva Vranic"