Reporting issuer in Albertaand British Columbia that is listed on TSX Venture deemed tobe a reporting issuer in Ontario.
Securities Act, R.S.O. 1990,c. S.5, as am. ss. 83(i).
Policy 12-602 Deeming an Issuerfrom Certain Other Canadian Jurisdictions to be a ReportingIssuer in Ontario (2001) 24 OSCB 1531.
IN THE MATTER OF
THE SECURITIES ACT
R.S.O. 1990, CHAPTER S.5,AS AMENDED (THE "ACT")
IN THE MATTER OF
LANDORE RESOURCES INC.
UPON the application(the "Application") of Landore Resources Inc. ("Landore")for an order pursuant to subsection 83.1(1) of the Act deemingLandore to be a reporting issuer for the purposes of Ontariosecurities law;
AND UPON consideringthe Application and the recommendation of the staff of the Commission;
AND UPON Landore representingto the Commission as follows:
1. Landore was incorporatedon March 6, 1996 pursuant to the Business CorporationsAct (Alberta).
2. Landore's head office islocated in Thunder Bay, Ontario.
3. Landore has been a reportingissuer in the Province of Alberta pursuant to the SecuritiesAct (Alberta) (the "Alberta Act") since July30, 1996. Landore has been a reporting issuer in the Provinceof British Columbia pursuant to the Securities Act(British Columbia) (the "BC Act") since November26, 1999 as a result of the merger between the Vancouver StockExchange and The Alberta Stock Exchange.
4. Landore is not a reportingissuer or the equivalent under the securities legislationof any other jurisdiction in Canada.
5. The common shares of Landorewere initially listed on The Alberta Stock Exchange on October9, 1996 and traded thereon until November 26, 1999. The commonshares of Landore are presently listed and posted for tradingon the TSX Venture Exchange Inc. ("TSX Venture")under the symbol "LDO".
6. Landore's authorized sharecapital consists of an unlimited number of common shares andan unlimited number of preferred shares, issuable in series,without nominal or par value, of which 32,148,400 common shareswere outstanding as at July 1, 2002.
7. Landore is not in defaultof any of the requirements of the Alberta Act, the BC Actor any requirement of the TSX Venture.
8. The continuous disclosurematerials filed by Landore under the Alberta Act since July1, 1997 and under the BC Act since November 26, 1999 are availableon the System for Electronic Document Analysis and Retrieval.
9. Landore is not a capitalpool company as defined in the policies of TSX Venture.
10. Neither Landore nor anyof its officers, directors or controlling shareholders hasbeen (i) 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 wouldlikely be considered important to a reasonable investor makingan investment decision.
11. Neither Landore nor anyof its officers, directors or controlling shareholders (i)is subject to any known ongoing or concluded investigationsby any Canadian securities regulatory authority or any courtor regulatory body, other than a Canadian securities regulatoryauthority, that would be likely to be considered importantto a reasonable investor making an investment decision, or(ii) except as otherwise disclosed in the Application, isor has been subject to any bankruptcy or insolvency proceedings,or other proceedings, arrangements or compromises with creditors,or the appointment of a receiver, receiver manager or trustee,within the preceding ten years.
12. Except as otherwise disclosedin the Application, no director, officer or controlling shareholderof Landore is, or has been, within the preceding ten years,a director or officer of any other issuer which has been thesubject of, (i) any cease-trade or similar order, or orderthat denied access to any exemption under Ontario securitieslaw, for a period of more than 30 consecutive days, or (ii)any bankruptcy or insolvency proceedings, or other proceedings,arrangements or compromises with creditors, or the appointmentof a receiver, receiver manager or trustee.
13. The continuous disclosurerequirements of the Alberta Act and the BC Act are substantiallythe same as the requirements under the Act.
14. Landore may be consideredto have a significant connection to Ontario in that: (i) twoof its five directors are resident in Ontario; (ii) its headoffice is located in Ontario; and (iii) as at the date ofthe Application, approximately 40% of its shareholders wereresident in or had registration of their share certificatesin 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 Landore be deemedto be a reporting issuer for the purposes of Ontario securitieslaw.
July 23, 2002.