Securities Law & Instruments

Headnote

Subsection 83.1(1) -- issuer deemed to be a reporting issuer in Ontario -- issuer has been a reporting issuer in British Columbia since 1982 and in Alberta since 1999 -- issuer's securities are listed and posted for trading on the TSX Venture Exchange -- continuous disclosure requirements of British Columbia and Alberta substantively the same as those of Ontario.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as amended, s. 83.1(1).

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED (the Act)

AND

IN THE MATTER OF

VAULT MINERALS INC.

 

ORDER

(Section 83.1(1))

UPON the application of Vault Minerals Inc. (Vault) for an order pursuant to subsection 83.1(1) of the Act deeming Vault to be a reporting issuer for the purposes of Ontario securities law;

AND UPON considering the application and the recommendation of staff of the Ontario Securities Commission (the Commission)

AND UPON Vault having represented to the Commission as follows:

1. Vault was incorporated under the laws of British Columbia on September 29, 1980 under the name "Sussex Resources Inc." by filing its memorandum and articles with the British Columbia Registrar of Companies. Vault changed its name on November 26, 1980 to "Diamond Resources Inc." and then on August 9, 1989 to "Diamond International Industries Inc." and finally on December 2, 1999 to "Vault Systems Inc." On December 21, 1999, Vault consolidated its share capital on an eight (8) old for one (1) new share basis. On May 16, 2003, Vault's shareholders approved a special resolution to consolidate Vault's share capital on a six (6) old for one (1) new share basis and changed its name to "Vault Minerals Inc." and accordingly, on June 18, 2003, Vault's name change and share consolidation were effected.

2. Vault's principal business office is located at 430 -- 580 Hornby Street, Vancouver, British Columbia V6C 3B6. The registered office of Vault is located at Suite 1600, 609 Granville Street, Vancouver, British Columbia V7Y 1C3.

3. Vault has been a reporting issuer under the Securities Act (British Columbia) (the BC Act) since June 3, 1982 and became a reporting issuer under the Securities Act (Alberta) (the Alberta Act) on November 26, 1999 as a result of the merger of the Vancouver Stock Exchange and the Alberta Stock Exchange to form the Canadian Venture Exchange (now known as the TSX Venture Exchange). Vault is not in default of any requirements of the BC Act or the Alberta Act.

4. Vault's common shares are listed for trading on the TSX Venture Exchange (TSX-V) under the symbol VMI. Vault is in compliance with all requirements of the TSX Venture Exchange.

5. Vault is not designated as a capital pool company by TSX-V.

6. The authorized capital of Vault consists of 100,000,000 common shares of which 8,397,371 were issued and outstanding as at December 31, 2002. As a result of Vault's recently completed share consolidation and the transaction referred to in paragraph 8 below, Vault has 6,785,541 shares outstanding.

7. On March 13, 2003, Vault entered into an agreement to acquire Goldaur Resources Inc. (Goldaur), a privately held Ontario company (the Acquisition). The transactions contemplated by the Acquisition were completed on July 22, 2003. The Acquisition was completed by way of statutory amalgamation under which Vault's subsidiary, 2026170 Ontario Limited amalgamated with Goldaur. The resulting company is now a wholly-owned subsidiary of Vault.

8. Under the amalgamation, Goldaur shareholders received an aggregate of 2,499,982 common shares of Vault and warrants entitling them to acquire an additional 2,499,982 common shares of Vault at a price equal to the lesser of $1.50 per share and 300% of the price per share at which Vault completes its first equity financing following a $526,00 private placement of units also completed on July 22, 2003. Goldaur shareholders also received contingent rights to receive an additional 499,988 shares if Vault has not raised $1,000,000 of new equity financing by December 31, 2003 and a further 499,988 shares if the requisite $1,000,000 of new equity financing has not been raised by June 30, 2004.

9. TSX-V requires all of its listed issuers, which are not otherwise reporting issuers in Ontario, to assess whether they have a significant connection to Ontario as defined in Policy 1.1 of the TSX-V Corporate Finance Manual, and, upon first becoming aware that it has a significant connection to Ontario, to promptly make a bona fide application to the Commission to be deemed a reporting issuer in Ontario.

10. Upon completion of the Acquisition, completed by the amalgamation, Vault established a significant connection to Ontario in that a number of registered and/or beneficial shareholders, who collectively hold more than 20% of the outstanding common shares of Vault, are resident in Ontario.

11. The continuous disclosure requirements of the BC Act and the Alberta Act are substantially the same as the requirements under the Act.

12. The materials filed by Vault as a reporting issuer in the Provinces of British Columbia and Alberta since January 1, 1997 are available on the System for Electronic Document Analysis and Retrieval. Vault's continuous disclosure record is up to date and includes a description of Vault's material mineral projects.

13. Neither Vault nor any of its directors, officers nor, to the best knowledge of Vault and its directors and officers, any of its controlling shareholders has: (i) been the subject of any penalties or sanctions imposed by a court relating to the Canadian securities legislation or by a Canadian securities regulatory authority, (ii) entered into a settlement agreement with a Canadian securities regulatory authority, or (iii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

14. Neither Vault nor any of its directors, officers nor, to the best knowledge of Vault and its directors and officers, any of its controlling shareholders, is or has been subject to: (i) any known ongoing or concluded investigations by (a) a Canadian securities regulatory authority, or (b) a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or (ii) 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 10 years.

15. Neither Vault nor any of its directors, officers nor, to the best knowledge of Vault and its directors and officers, any of its controlling shareholders is or has been at the time of such event a director or officer of any other issuer which is or has been subject to: (i) any cease trade or similar orders, or order that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or (ii) 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 10 years.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to subsection 83.1(1) of the Act that Vault is deemed to be a reporting issuer for the purposes of Ontario securities law.

December 16, 2003.

"Charlie MacCready"