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 July 14, 1987 and in Alberta since November 26, 1999 -- issuer's securities are listed and posted for trading on the TSX Venture Exchange -- continuous disclosure requirements of Alberta and British Columbia 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

CHOICE RESOURCES CORP.

 

ORDER

(Subsection 83.1(1))

UPON the application of Choice Resources Corp. (the "Corporation") for an order pursuant to subsection 83.1(1) of the Act deeming the Corporation to be a reporting issuer for the purposes of Ontario securities legislation;

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

AND UPON the Corporation representing to the Commission as follows:

1. The Corporation is a corporation that was incorporated under the Companies Act, 1973, c.18 (British Columbia) on March 9, 1977.

2. The head office of the Corporation is located in Vancouver, British Columbia.

3. The authorized share capital of the Corporation consists of 100,000,000 common shares without par value ("Common Shares").

4. As at April 23, 2004, 37,358,872 Common Shares of the Corporation were issued and outstanding.

5. The Corporation became a reporting issuer under the Securities Act (British Columbia) (the "B.C. Act") on July 14, 1987 and a reporting issuer under the Securities Act (Alberta) (the "Alberta Act") on November 26, 1999.

6. The Corporation is not in default of any requirements of the B.C. Act, the Alberta Act, or any of the rules and regulations thereunder, and is not on the lists of defaulting reporting issuers maintained pursuant to the B.C. Act and the Alberta Act;

7. The Common Shares are listed and posted for trading on the TSX Venture Exchange (the "TSX-V") under the symbol CZE. The Corporation is in compliance with all requirements of the TSX-V. The Corporation is not designated a capital pool company under the policies of the TSX-V.

8. The Corporation is not a reporting issuer in Ontario and is not a reporting issuer, or equivalent, in any jurisdiction other than Alberta and British Columbia.

9. The continuous disclosure requirements of the Alberta Act and the B.C. Act are substantially the same as the requirements under the Act.

10. The continuous disclosure materials filed by the Corporation under the Alberta Act and the B.C. Act are available on the System for Electronic Document Analysis and Retrieval.

11. The Corporation does not have a control person as described in paragraph (c) of the definition of "distribution" contained in subsection 1(1) of the Act.

12. Neither the Corporation nor any of its officers or directors has:

(i) been subject to any penalties or sanctions imposed by a court relating to 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 in respect of the Corporation.

13. Neither the Corporation nor any of its officers or directors has been subject to:

(i) any known ongoing or concluded investigation by a Canadian securities regulatory authority, or a court or regulatory body, other than a Canadian securities regulatory authority, that would likely to be considered important to a reasonable investor making an investment decision in respect of the Corporation; 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.

14. None of the officers or directors of the Corporation is or has been at the time of such event an officer or director 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, 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 the Corporation be deemed a reporting issuer for the purposes of Ontario securities legislation.

June 10, 2004.

"Cameron McInnis"