Securities Law & Instruments

Headnote

Reporting issuer in Alberta and British Columbiathat is listed on TSX Venture Exchange deemed to be a reportingissuer in Ontario.

Statutes Cited

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

Policies Cited

Policy 12-602 Deeming an Issuer from CertainOther Canadian Jurisdictions to be a Reporting Issuer in Ontario(2001) 24 OSCB 1531.

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, CHAPTER S.5,AS AMENDED

AND

IN THE MATTER OF

ENDLESS ENERGY CORP.

 

ORDER

(Section 83.1(1))

UPON the application of Endless EnergyCorp. (the "Corporation") to the Ontario SecuritiesCommission (the "commission") for an order pursuantto Section 83.1(1) of the Securities Act (Ontario) (the"Act") deeming the Corporation to be a reporting issuerfor the purposes of Ontario securities law;

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

AND UPON the Corporation having representedto the Commission as follows:

1. The Corporation is a company governed bythe Business Corporations Act (Alberta). Its head andregistered offices are located in Calgary, Alberta.

2. The Corporation or its predecessors becamea "reporting issuer" under the Securities Act(Alberta) on August 21, 1997 after the issuance of a receiptfor its initial public offering prospectus, and under theSecurities Act (British Columbia) on November 29, 1999due to the Alberta Stock Exchange/Vancouver Stock Exchangemerger. The Corporation is not a reporting issuer or its equivalentunder the securities legislation of any other jurisdictionin Canada.

3. The Corporation's predecessor's commonshares were listed on The Alberta Stock Exchange (the "ASE")on October 21, 1997. The Corporation's common shares currentlytrade on the Toronto Stock Exchange B Capitalized VentureExchange ("TSX Venture Exchange"), the successorto the ASE, under the symbol "EEC".

4. The continuous disclosure requirementsof the Securities Act (Alberta), and the SecuritiesAct (British Columbia) are substantially the same as therequirements under the Act.

5. The materials filed by the Corporationor its predecessors as a reporting issuer in the Provincesof Alberta, and British Columbia since July 30, 1997 are availableon the System for Electronic Document Analysis and Retrieval.

6. The authorized capital of the Corporationconsists of unlimited common shares of which 10,918,349 commonshares are outstanding. An aggregate of 820,000 of the Corporation'scommon shares are also reserved for issuance on the exerciseof stock options granted by the Corporation to its directors,officers and employees.

7. The Corporation has a significant connectionto Ontario in that over thirty percent (30%) of the Corporation'sshareholders reside in Ontario.

8. The Corporation is not in default of anyrequirements of the B.C. Act, the Alberta Act, or any of therules and regulations thereunder, and is not on the listsof defaulting reporting issuers maintained pursuant to theB.C. Act or the Alberta Act. To the knowledge of managementof the Corporation, the Corporation has not been the subjectof any enforcement actions by the British Columbia or AlbertaSecurities Commissions or by the TSX Venture Exchange.

9. Neither the Corporation nor any of itsdirectors, officers nor, to the best knowledge of the Corporationand its directors and officers, any of its 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.

10. Neither the Corporation nor any of itsdirectors, officers nor, to the best knowledge of the Corporation,its directors and officers, any of its controlling shareholders,is or has been subject to: (i) any known ongoing or concludedinvestigations by (a) a Canadian securities regulatory authority,or (b) a court or regulatory body, other than a Canadian securitiesregulatory authority, that would be likely to be consideredimportant to a reasonable investor making an investment decision;or (ii) any bankruptcy or insolvency proceedings, or otherproceedings, arrangements or compromises with creditors, orthe appointment of a receiver, receiver-manager or trustee,within the preceding 10 years.

11. None of the directors or officers of theCorporation, nor to the best knowledge of the Corporation,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 Corporation which is or has been subject to:(i) any cease trade or similar orders, or orders that deniedaccess to any exemptions under Ontario securities law, fora period of more than 30 consecutive days, within the preceding10 years; or (ii) any bankruptcy or insolvency proceedings,or other proceedings, arrangements or compromises with creditors,or the appointment of a receiver, receiver manger or trustee,within the preceding 10 years.

AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest,

IT IS HEREBY ORDERED pursuant to Section83.1(1) of the Act that the Corporation be deemed to be a reportingissuer for the purposes of Ontario securities law.

October 2, 2002.

"Iva Vranic"