Securities Law & Instruments

Headnote

Subsection 83.1(1) - Issuer deemed to be a reporting issuer in Ontario - Issuer already a reporting issuer in New Brunswick, British Columbia and Alberta - Issuer's securities listed for trading on the TSX Venture Exchange - Undertaking provided with respect to National Instrument 43-101 Standards of Disclosure for Mineral Projects.

Statutes Cited

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

Instrument Cited

National Instrument 43-101 Standards of Disclosure for Mineral Projects.

IN THE MATTER OF

THE SECURITIES ACT,

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

AND

IN THE MATTER OF

SLAM EXPLORATION LTD.

 

ORDER

(Subsection 83.1(1))

UPON the application of SLAM Exploration Ltd. (SLAM) for an order pursuant to subsection 83.1(1) of the Act deeming SLAM 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 SLAM having represented to the Commission as follows:

1. SLAM was incorporated under the Canada Business Corporations Act on November 26, 1996.

2. SLAM's head office is located at 285 Campbell Street, Miramichi, New Brunswick, Canada E1V 1R4.

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

4. SLAM has been a reporting issuer under the Securities Act (New Brunswick) (the "New Brunswick Act") since November 19, 1999, as a result of its initial public offering prospectus dated November 18, 1999.

5. SLAM has been a reporting issuer under the Securities Act (British Columbia) (the BC Act) and the Securities Act (Alberta) (the Alberta Act) since February 17, 2000, the date on which the Common Shares were listed and posted for trading on the TSX-V.

6. SLAM is not in default of any requirements of the BC Act, the Alberta Act or the New Brunswick Act.

7. SLAM is not a reporting issuer in Ontario, and is not a reporting issuer, or the equivalent, in any other jurisdiction, other than New Brunswick, British Columbia, and Alberta.

8. SLAM is not designated as a capital pool company by TSX-V.

9. The authorized capital of SLAM consists of an unlimited number of common shares, of which 21,576,959 were issued and outstanding as of September 29, 2004.

10. 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 the issuer has a significant connection to Ontario, to promptly make a bona fide application to the Commission to be deemed to be a reporting issuer in Ontario.

11. SLAM has a significant connection to Ontario because, as of October 14, 2004, the number of registered and beneficial shareholders, who collectively hold more than 27% of the outstanding common shares of SLAM, are resident in Ontario.

12. The continuous disclosure requirements of the New Brunswick Act, the BC Act and the Alberta Act are substantially the same as the requirements under the Act.

13. The materials filed by SLAM as a reporting issuer in the Provinces of British Columbia, Alberta and New Brunswick have been available on the System for Electronic Document Analysis and Retrieval since November 18, 1999. SLAM's continuous disclosure record is up to date and includes a description of SLAM's material projects.

14. SLAM has undertaken to the Commission that it will ensure that all future disclosure of historical resources complies with Section 2.4 of National Instrument 43-101 Standards of Disclosure for Mineral Projects and, in particular, that disclosure of historical estimates by a qualified person will:

a. identify the source of the historical estimate;

b. confirm that the historical estimate is relevant;

c. comment on the reliability of the historical estimate;

d. state whether the historical estimate uses categories other than mineral resources and mineral reserves and, if so, includes an explanation of the differences; and

e. include any more recent estimates or data available to the issuer.

Cautionary language will also be included in all future disclosure of historical resources to the effect that historical estimates should not be relied upon until SLAM has completed exploration to confirm the estimates.

15. There have been no penalties or sanctions imposed against SLAM by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority, and SLAM has not entered into any settlement agreement with any Canadian securities regulatory authority.

16. Neither SLAM nor any of its directors and officers nor, to the knowledge of SLAM and directors and officers, any of its 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 likely be considered important to a reasonable investor making an investment decision.

17. Neither SLAM nor its directors and officers nor, to the knowledge of SLAM and directors and officers, any of its controlling shareholders, is or has been subject to:

a) any known 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 10 years.

18. Neither SLAM nor its directors and officers nor, to the knowledge of SLAM and directors and officers, any of its controlling shareholders, is or has been, at the time of such event, a director or officer of another 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 30 consecutive days, within the preceding 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 10 years.

19. SLAM will remit all participation fees due and payable by it pursuant to Commission Rule 13-502 Fees by no later than two (2) business days from the date of the Order.

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

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

November 12, 2004.

"Iva Vranic"