Securities Law & Instruments

Headnote

Cease-trade order revoked where the issuer hasremedied its default in respect of disclosure requirements underthe Act.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 127(1)2, 127(5), 127(8), 144.

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

AND

IN THE MATTER OF
NEW INCA GOLD LTD.

ORDER
(SECTION 144)

WHEREAS the securities of NEW INCA GOLDLTD. ("NEW INCA") are subject to a Temporary Order(the "Temporary Order") of the Director made on behalfof the Ontario Securities Commission (the "Commission"),pursuant to paragraph 2 subsection 127(1) and subsection 127(5)of the Act, on February 22, 2002 as extended by further order(the "Extension Order" and collectively, the "CeaseTrade Order") of the Director, made on March 6, 2002, onbehalf of the Commission pursuant to subsection 127(8) of theAct, that trading in the securities of NEW INCA cease untilthe Temporary Order, as extended by the Extension Order, isrevoked by a further Order of Revocation;

AND UPON NEW INCA having applied tothe Commission pursuant to section 144 of the Act for an Orderrevoking the Cease Trade Order;

AND UPON NEW INCA having representedto the Commission that:

1. NEW INCA was incorporated under the lawsof Bermuda on October 7, 1996 and has been a reporting issuerin the Province of Ontario since August 18, 1997;

2. The authorized capital of the NEW INCA consistsof a 98,810,000 common shares of which 10,509,750 are issuedand outstanding as at the date hereof;

3. The Temporary Order was issued due to thefailure of NEW INCA to file with the Commission audited annualfinancial statements for the year ended September 30, 2001 (the"Financial Statements") as required by the Act;

4. The Financial Statements were not filed withthe Commission because NEW INCA was inactive ;

5. The Financial Statements for the year endedSeptember 30, 2001and the interim financial statements (the"Interim Financial Statements") for the periods endedDecember 31, 2001, March 31, 2002 and June 30, 2002 were filedwith the Commission via SEDAR on June 20, 2002 and August 23,2002, respectively;

6. NEW INCA is not considering and is not involvedin any discussions relating to a reverse take-over transaction;

7. Except for a Cease Trade Order, NEW INCAis not otherwise in default of any requirements of the Act orthe regulation made thereunder;

AND UPON considering the applicationand the recommendation of the staff of the Commission;

AND UPON the Commission being satisfiedthat NEW INCA is now current with the continuous disclosurerequirements under Part XVIII of the Act and has remedied itsdefault in respect of such requirements;

AND UPON the Commission being of theopinion that to do so would not be prejudicial to the publicinterest;

IT IS ORDERED pursuant to section 144of the Act that the Cease Trade Order be and is hereby revoked.

September 20, 2002.

"John Hughes"