Securities Law & Instruments

Headnote

Subsection 83.1(1) -- issuer deemed to be a reporting issuer in Ontario -- issuer already a reporting issuer in Alberta and British Columbia -- the issuer's securities listed for trading on the TSX Venture Exchange -- continuous disclosure requirements in Alberta and British Columbia substantially the same as those in Ontario -- issuer had a significant connection to Ontario.

Ontario Statutes

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

Ontario Policies

Ontario Securities Commission Policy 12-602 Deeming a Reporting Issuer in Certain Other Canadian Jurisdictions to be a Reporting Issuer in Ontario.

IN THE MATTER OF

THE SECURITIES ACT

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

AND

IN THE MATTER OF

CASTLEROCK RESOURCES INC.

 

ORDER

(Subsection 83.1(1))

UPON the application of CastleRock Resources Inc. (formerly CastleRock Capital Inc.) (the "Issuer") for an order pursuant to subsection 83.1(1) of the Act deeming the Issuer to be a reporting issuer for the purposes of Ontario securities law;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Issuer representing to the Commission as follows:

1. The Issuer was incorporated on January 23, 2001 pursuant to the provisions of the Business Corporations Act (Alberta).

2. The Issuer's head office is located in Ontario.

3. The authorized share capital of the Issuer consists of an unlimited number of common shares ("Common Shares"). There are currently 14,860,481 Common Shares issued and outstanding.

4. The Common Shares are currently listed and posted for trading on the TSX Venture Exchange Inc. (the "TSX-V").

5. The Issuer has been a reporting issuer under the Securities Act (Alberta) (the "Alberta Act") since May 25, 2001 following the issuance of a receipt by the Alberta Securities Commission (the "ASC") on May 25, 2001 for the Issuer's initial public offering prospectus dated May 25, 2001.

6. The Issuer has been a reporting issuer under the Securities Act (British Columbia) (the "BC Act") since August 7, 2001, the date on which the Common Shares were listed and posted for trading on the TSX-V.

7. The Issuer has a significant connection to Ontario in that: (i) residents of Ontario hold no less than 12,987,333 Common Shares representing approximately 87% of the Issuer's issued and outstanding Common Shares; (ii) the Issuer's principle mind and management is resident in Ontario; and (ii) the Issuer's head office is located in Ontario.

8. The Issuer has maintained its continuous disclosure obligations under the Alberta Act and the BC Act since May 25, 2001 and August 7, 2001, respectively, which obligations are substantially similar to those under the Act. The continuous disclosure materials filed by the Issuer since May 25, 2001 are available on the System for Electronic Document Analysis and Retrieval.

9. Other than in the provinces of Alberta and British Columbia, the Issuer is not a reporting issuer or public company under the securities legislation of any other jurisdiction in Canada.

10. The Issuer is not in default of any requirements of the securities legislation in Alberta or British Columbia or of any requirements of the TSX-V.

11. Neither the Issuer nor any of its directors, officers nor (to the best knowledge of the Issuer, 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 Canadian securities legislation or by a Canadian securities regulatory; (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.

12. Neither the Issuer nor any of its directors, officers nor ( to the best knowledge of the Issuer, 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.

13. None of the directors or officers of the Issuer, nor (to the best knowledge of the Issuer, 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 orders 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, of 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 the Issuer be deemed a reporting issuer for the purpose of the Act.

February 17, 2004.

"Erez Blumberger"