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 since May 17, 2001 -- 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.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 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

MONSTER COPPER CORPORATION

 

ORDER

(Subsection 83.1(1))

UPON the application of Monster Copper Corporation (the "Company") for an order, pursuant to subsection 83.1(1) of the Act, deeming the Company 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 Ontario Securities Commission (the "Commission");

AND UPON the Company having represented to the Commission as follows:

1. The Company was incorporated under the laws of Yukon on May 24, 2000.

2. The Company's head office is located in Richmond Hill, Ontario.

3. The Company is authorized to issue an unlimited number of common shares. As of June 29, 2004, the Company has 10,436,941 common shares issued and outstanding.

4. The common shares of the Company are listed on the TSX Venture Exchange and the Company is in compliance with and not in default of the requirements of the TSX Venture Exchange.

5. The Company became a reporting issuer under the Securities Act (British Columbia) (the "B.C. Act") and the Securities Act (Alberta) (the "Alberta Act") on May 17, 2001, which was the date of the MRRS Decision Document for the final prospectus of the Company in connection with its initial public offering.

6. The Company is not in default of any requirements under the B.C. Act or the Alberta Act.

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

8. The Company has a significant connection to Ontario in that: (i) its principal mind and management is resident in Ontario; (ii) its head office is located in Ontario; and (iii) at least 10% of its equity securities are held by registered or beneficial holders resident in Ontario.

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

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

11. Neither the Company nor any of its officers, directors nor, to the knowledge of the Company, its officers and directors, any controlling shareholders has:

(a) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority,

(b) entered into a settlement agreement with a Canadian securities regulatory authority; or

(c) 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 Company nor any of its directors, officers nor, to the knowledge of the Company, its officers and directors, any controlling shareholders, is or has been subject to:

(a) any known or ongoing or concluded investigations by

(i) a Canadian securities regulatory authority, or

(ii) 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

(b) 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 ten (10) years.

13. None of the directors or officers of the Company, nor to the knowledge of the Company, 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

(a) any cease trade or similar orders, or orders that denied access to any exemptions under Ontario securities law, for a period of more than thirty (30) consecutive days, within the preceding ten (10) years; or

(b) 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 ten (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 Company is deemed to be a reporting issuer for the purposes of Ontario securities law.

July 19, 2004.

"Charlie MacCready"