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

ZAMORA GOLD CORP.

 

ORDER

(SECTION 144)

WHEREAS the securities of Zamora GoldCorp. ("Zamora") 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 May 27, 2002 as extended by further order (the"Extension Order" and collectively, the "CeaseTrade Order") of the Director, made on June 7, 2002, onbehalf of the Commission pursuant to subsection 127(8) of theAct, that trading in the securities of Zamora cease until theCease Trade Order is revoked by a further Order of Revocation;

AND UPON Zamora having applied to theCommission pursuant to section 144 of the Act for an Order revokingthe Cease Trade Order;

AND UPON Zamora having represented tothe Commission that:

1. Zamora is Canadian mineral explorationcompany engaged in the acquisition, exploration, developmentand operation of mineral properties, principally in the Nambijagold belt in southern Ecuador;

2. Zamora was incorporated under the lawsof Ontario on November 23, 1983 as Northfield Petroleum Corporation.On August 17, 1994 the name was changed to Zamora Gold Corp.On August 13, 1996 Zamora continued under the laws of BritishColumbia. On June 1, 1998 Zamora continued under the lawsof the Yukon Territory;

3. The head office of Zamora is located inGuayaquil, Ecuador. The registered and records office is locatedin Whitehorse, Yukon Territory;

4. Zamora is authorized to issue an unlimitedamount of preferred shares and an unlimited amount of commonshares of which 74,194,231 are issued and outstanding as fullypaid and non-assessable;

5. The Temporary Order was issued due to thefailure of Zamora to file with the Commission audited annualfinancial statements for the year ended December 31, 2001(the "Financial Statements") as required by theAct;

6. The Financial Statements were not filedwith the Commission due to delays in preparing Zamora's auditedfiles;

7. Zamora mailed the Financial Statementsto its registered shareholders on September 17, 2002;

8. The Financial Statements and the interimfinancial statements for the period ended March 31, 2002 andJune 30, 2002 were filed with the Commission via SEDAR onSeptember 18, 2002; and

9. Except for the Cease Trade Order, Zamorais not otherwise in default of any requirements of the Actor the regulation made thereunder.

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

AND UPON the Commission being satisfiedthat Zamora is now current with the continuous disclosure requirementsunder Part XVIII of the Act and has remedied its default inrespect 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.

November 15, 2002.

"John Hughes"