Securities Law & Instruments

Headnote

Subsection 83.1(1) - issuerdeemed to be a reporting issuer in Ontario - issuer has beena reporting issuer in British Columbia since June 1989 and inAlberta since November 1999 - issuer listed and posted for tradingon the TSX Venture Exchange - continuous disclosure requirementsof British Columbia and Alberta substantially identical to thoseof 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"),

ONTARIO REGULATION 1015, R.R.O.1990,

AS AMENDED (the "Regulation")AND

NATIONAL INSTRUMENT 43-101STANDARDS OF DISCLOSURE FOR

MINERAL PROJECTS ("NI43-101")

AND

IN THE MATTER OF

DONNER MINERALS LTD.

 

ORDER AND DECISION

(Subsection 83.1(1) of theAct, Subsection 9.1(1) of NI 43-101 and

Subsection 59(2) of Schedule1 to the Regulation)

UPON the applicationof Donner Minerals Ltd. (the "Issuer") for an orderpursuant to subsection 83.1(1) of the Act deeming the Issuerto be a reporting issuer for the purposes of Ontario securitieslaw;

AND UPON the applicationof the Issuer to the Director of the Ontario Securities Commission(the "Commission") for a decision that the Issuerbe exempt from the requirement contained in subsection 4.1(1)of NI 43-101 to file a technical report upon first becominga reporting issuer in Ontario and pursuant to subsection 59(2)of Schedule 1 to the Regulation for a decision that the Applicantbe exempt from the requirement contained in subsection 52(1)of Schedule 1 to the Regulation to pay a fee in connection withthis application;

AND UPON consideringthe application and the recommendation of the staff of the Commission;

AND UPON the Issuer havingrepresented to the Commission as follows:

1. The Issuer was incorporatedon April 25, 1966 as a specially limited company under thename "Swim Lake Mines Ltd. (N.P.L.)" by registrationof Memorandum and Articles pursuant to the Company Actof British Columbia. The Issuer converted to a limited companyon September 11, 1974 under the same name. On October 30,1978 the Issuer consolidated it share capital on a 5:1 basisand changed its name to "Karma Ventures Incorporated".The Issuer changed its name to "Donner Resources Ltd."on December 21, 1982 and to "Donner Minerals Ltd."on November 7, 1997.

2. The head office of theIssuer is located at #1360 - 605 Robson Street, Vancouver,British Columbia, V6B 5J3. The address of the Issuer's registeredoffice is #700 - 625 Howe Street, Vancouver, British Columbia,V6C 2T6.

3. The Issuer has been a reportingissuer under: (i) the Securities Act (British Columbia)(the "BC Act") since June 6, 1989, upon its filinga prospectus with the British Columbia Securities Commission,and (ii) the Securities Act (Alberta) (the "AlbertaAct") on November 26, 1999 as a result of the mergerof the Vancouver Stock Exchange and the Alberta Stock Exchangeto form the Canadian Venture Exchange (now known as the "TSXVenture Exchange"). The Issuer is not on the list ofdefaulting reporting issuers maintained pursuant to the BCAct and the Alberta Act and is not in default of any of therequirements of the BC Act or the Alberta Act.

4. The Issuer is not a reportingissuer in Ontario, and is not a reporting issuer or equivalentin any other jurisdiction, other than British Columbia, Albertaand the United States.

5. The authorized capitalstock of the Issuer consists of 100,000,000 common shareswithout par value. As at July 8, 2002, 54,547,207 common shares,4,000,000 share purchase warrants and 9,008,398 options topurchase common shares of the Issuer were outstanding.

6. The Issuer has a "significantconnection to Ontario" as defined by TSX Venture ExchangePolicy 1.1 in that, as at January 31, 2002, approximately11,144,888 common shares representing approximately 23% ofthe Issuer's outstanding common shares were registered toresidents in Ontario. The Issuer has no other significantconnection to Ontario.

7. The common shares of theIssuer have been listed and posted for trading on the TSXVenture Exchange (or its predecessors, the Canadian VentureExchange and the Vancouver Stock Exchange) since June 26,1989, and has traded under the symbol "DML" sinceNovember 7, 1997. The Issuer is in compliance with all requirementsof the TSX Venture Exchange.

8. The continuous disclosurerequirements of the BC Act and the Alberta Act are substantiallythe same as the requirements under the Act.

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

10. The Issuer is not a capitalpool company as defined in the policies of the TSX VentureExchange.

11. There have been no penaltiesor sanctions imposed against the Issuer by a court relatingto Canadian securities legislation or by a Canadian securitiesregulatory authority and the Issuer has not entered into anysettlement agreement with any Canadian securities regulatoryauthority.

12. Neither the Issuer norany of its officers, directors or 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 authority thatwould likely be considered important to a reasonable investormaking an investment decision, except that Mr. David Patterson,a director and Chief Executive Officer, entered into a settlementagreement and agreed statement of facts with the British ColumbiaSecurities Commission on October 13, 2000, whereby Mr. Pattersonadmitted to failing to file certain insider trading reportspertaining to trades made by a trust over which Mr. Pattersonhad direction and control. Mr Patterson was fined $50,000(inclusive of costs in the amount of $10,000) and was prohibitedfrom acting as a director or officer of any public companyfor a period of 15 months (which prohibition expired on January14, 2002).

13. Neither the Issuer norany of its officers, directors or controlling shareholdersis or has been subject to any (i) known ongoing or concludedinvestigations by any Canadian securities regulatory authorityor any court or regulatory body, other than as noted in item12 above, that would be likely to be considered importantto a reasonable investor making an investment decision; 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 tenyears before the date of this application.

14. No director, officer orcontrolling shareholder of the Issuer is or has been, withinthe ten years before the date of this application, a directoror officer of any other issuer which is or has been subjectto: (i) any cease-trade or similar order, or orders that deniedaccess to any exemption under Ontario securities law, fora period of more than thirty consecutive days; or (ii) anybankruptcy or insolvency proceedings, or other proceedings,arrangements or compromises with creditors, or the appointmentof a receiver, receiver-manager or trustee.

15. The issuer holds certaininterests in mineral properties located in Labrador (the "LabradorProperty") and in Manitoba (the "Manitoba Property").The Labrador Property and the Manitoba Property are the onlyproperties material to the Issuer.

16. Subsection 4.1(1) of NI43-101 provides that, upon first becoming a reporting issuerin a Canadian jurisdiction, an issuer shall file with thesecurities regulatory authority in that Canadian jurisdictiona current technical report for each property material to theissuer.

17. The Issuer does not havea current technical report relating to either the LabradorProperty or the Manitoba Property that complies with NI 43-101and would not otherwise be required to file a technical reportthat complies with NI 43-101 with respect to either propertypursuant to NI 43-101 at this time except for having to becomea reporting issuer in Ontario pursuant to the TSX VentureExchange Corporate Finance Manual.

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 the Issuer bedeemed a reporting issuer for the purposes of Ontario securitieslaw.

July 12, 2002.

"Iva Vranic"

AND IT IS DECIDED pursuantto subsection 9.1(1) of NI 43-101 that, with respect to theLabrador Property and the Manitoba Property, 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 1 to the Regulationthat the Issuer is exempt from the requirement contained insubsection 53(1) of Schedule 1 to the Regulation to pay a feein connection with the making of this application.

July 12, 2002.

"Iva Vranic"