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 1987 and in Alberta since 2000 -- Issuer listed and posted for trading on TSX Venture -- Continuous Disclosure requirements of British Columbia and Alberta substantially the same as those of Ontario -- Issuer granted relief from requirement in NI 43-101 to file a technical report that is prepared by an independent qualified person upon becoming a reporting issuer in Ontario -- Issuer exempt from paying fee associated with NI 43-101 application.

Applicable Ontario Statutory Provisions

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

National Instrument Cited

National Instrument 43-101 Standards of Disclosure for Mineral Projects, ss. 4.1 and 9.1.

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

NATIONAL INSTRUMENT 43-101

STANDARDS OF DISCLOSURE FOR MINERAL PROJECTS

AND

IN THE MATTER OF

OSC RULE 13-502 FEES

AND

IN THE MATTER OF

GOLD CANYON RESOURCES INC.

 

ORDER and DECISION

(Subsection 83.1(1) of the Act, subsection 9.1(1) of NI 43-101 and subsection 6.1 of OSC Rule 13-502)

UPON the application of Gold Canyon Resources Inc. (the "Company" or "Gold Canyon") to the Ontario Securities Commission (the "Commission") for an order pursuant to Section 83.1(1) of the Securities Act (Ontario) (the "Act") deeming the Company to be a reporting issuer for the purposes of Ontario securities law;

AND UPON the application of the Company to the Commission for a decision under subsection 9.1(1) of National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101) that the Company be exempt from the requirement that the technical report to be filed for each material property upon an issuer first becoming a reporting issuer in a Canadian jurisdiction be prepared by a qualified person that is independent of the issuer;

AND UPON the application of the Company to the Director of the Commission for a decision under section 6.1 of Ontario Securities Commission Rule 13-502 Fees (Rule 13-502) that the Company is exempt from paying an activity fee for the application for relief from NI 43-101;

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

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

1. The Company was incorporated under the laws of the Province of British Columbia, Canada on August 20, 1985 and is registered to carry on business activities in the Province of Ontario, Canada.

2. The Company's head office address is Suite 1260 Stock Exchange Tower, 609 Granville Street, Vancouver, British Columbia and its registered and records office is Suite 1810, 1111 West Georgia Street, Vancouver, British Columbia.

3. The Company is a junior resource exploration stage company engaged in the acquisition and exploration of mineral and precious metals properties which has, historically, been focused on properties that had exploration potential for gold mineralization. The Company, either directly or through joint ventures, had primarily focused on the exploration of the Springpole gold property, near Springpole Lake in the Red Lake Mining Division of Ontario, Canada.

4. The authorized share capital of the Company is 30,000,000 common shares without par value.

5. The Company became a reporting issuer in the Province of British Columbia upon the issuance of a receipt for a prospectus on June 30, 1987. By virtue of the amalgamation of the Vancouver Stock Exchange and the Alberta Stock Exchange, the Company became a reporting issuer in the Province of Alberta on June 30, 2000.

6. The Company's common shares were listed on the Vancouver Stock Exchange (a predecessor of the TSX Venture Exchange) on August 25, 1987 and commenced trading under the trading symbol "GCU". The Company's common shares are currently listed for trading on the TSX Venture Exchange under the trading symbol "GCU".

7. The Company is in good standing under the rules, regulations and policies of the TSX Venture Exchange.

8. The Company is not in default of any requirement of the Securities Act (British Columbia) or the Securities Act (Alberta).

9. The Company has applied to the Commission pursuant to subsection 83.1(1) of the Act for an order that it be deemed a reporting issuer in Ontario.

10. Subsection 4.1(1) of NI 43-101 provides that, upon first becoming a reporting issuer in a Canadian jurisdiction, an issuer shall file with the securities regulatory authority in that Canadian jurisdiction, a current technical report for each property material to the issuer. Subsection 5.2(1)4 further requires that this report be prepared by a qualified person that is independent of the issuer.

11. The Company has filed a current technical report for each material property on the System for Electronic Document Analysis and Retrieval prepared by qualified persons who are, at the date of such technical reports, not independent of the Company. The Company would not otherwise be required to file an independent technical report under NI 43-101 at this time, except for it applying to become a reporting issuer in Ontario.

12. The continuous disclosure requirements of the Securities Act (British Columbia) or the Securities Act (Alberta) are substantially the same as the requirements under the Act.

13. The materials filed by the Company 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.

14. No penalties or sanctions have been imposed against the Company by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority and the Company has not entered into any settlement agreement with any Canadian securities regulatory authority.

15. Pursuant to an agreed statement of facts and undertaking dated August, 1999 between Michael Levinson, now deceased, a past director and officer of the Company and the British Columbia Securities Commission, relating to a failure to file insider reports in a timely and accurate manner, Michael Levinson undertook to ensure that all future filings required under the Securities Act (British Columbia) are complete, accurate and timely, and comply fully with the Securities Act (British Columbia) and the Securities Rules, B.C. Reg. 194/97 and paid the sum of $5,000 to the British Columbia Securities Commission, $1,500 of which represented the costs of the investigation and the remainder a penalty.

16. Pursuant to an agreed statement of facts and undertaking dated August, 1999 between Akiko Levinson, a director and officer of the Company and the British Columbia Securities Commission, relating to a failure to file insider reports in a timely and accurate manner, Akiko Levinson undertook to ensure that all future filings required under the Securities Act (British Columbia) are complete, accurate and timely, and comply fully with the Securities Act (British Columbia) and the Securities Rules, B.C. Reg. 194/97 and paid the sum of $5,000 to the British Columbia Securities Commission, $1,500 of which represented the costs of the investigation and the remainder a penalty.

17. Except for Michael Levinson and Akiko Levinson, as disclosed above, neither the Company, any of its directors or officers, nor, to the knowledge of the Company and its directors and officers, any controlling shareholder of the Company, 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 or has entered into a settlement agreement with a Canadian securities regulatory authority, or (ii) 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.

18. Neither the Company, any of its directors or officers, nor, to the knowledge of the Company and its directors and officers, any controlling shareholder of the Company, 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.

19. None of the directors or officers of the Company, nor, to the knowledge of the Company and its directors and officers, any controlling shareholder of the Company, 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.

20. The Company shall remit all participation fees due and payable by it pursuant to Rule 13-502 by no later than two (2) business days from the date hereof.

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

IT IS HEREBY ORDERED, pursuant to section 83.1(1) of the Act, that The Company be deemed to be a reporting issuer for the purposes of Ontario securities law.

August 27, 2004.

"Charlie MacCready"

AND IT IS DECIDED pursuant to subsection 9.1(1) of NI 43-101 that the Company is exempt from the requirement in section 5.3(1) of NI 43-101 that a technical report filed pursuant to section 4.1(1) of NI 43-101 upon the Company first becoming a reporting issuer in Ontario be prepared by a qualified person that is independent from the Company.