Securities Law & Instruments

Headnote

Order deeming issuer to be a reporting issuer. Issuer is a reporting issuer in British Columbia and Alberta, and its securities are listed on the TSX Venture Exchange.

Statutes Cited

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

QUINCY GOLD CORP.

 

ORDER

(Subsection 83.1(1))

UPON the application of Quincy Gold Corp. (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 staff of the Ontario Securities Commission (the Commission);

AND UPON the Issuer representing to the Commission as follows:

1. The Issuer was incorporated on May 5, 1999 pursuant to the provisions of Chapter 78 of the Nevada Revised Statutes, Private Corporations.

2. The Issuer's head office is located at 309 Center Street, Hancock, Michigan, U.S.A.

3. The Issuer is, and has been, subject to the reporting requirements of the Securities Exchange Act of 1934 since November 10, 2000.

4. The authorized share capital of the Issuer consists of 200,000,000 shares of Common Stock, par value $0.001 (Common Shares). There are currently 22,626,670 Common Shares issued and outstanding.

5. The Common Shares are currently quoted on the Over-the-Counter Bulletin Board operated by NASDR, Inc. under the symbol "QCYG".

6. The Common Shares were listed and posted for trading on the TSX Venture Exchange Inc. (the TSX-V) on October 6, 2004 under the symbol "QGO". The Issuer is not designated as a capital pool company by the TSX-V.

7. The Issuer has been a reporting issuer under the Securities Act (Alberta) (the Alberta Act) and the Securities Act (British Columbia) (the BC Act) since October 6, 2004 as a result of the listing and posting of the Common Shares on the TSX-V.

8. The Issuer has a significant connection to Ontario in that residents of Ontario hold approximately 5,536,016 Common Shares, which represents approximately 24.47% of the Issuer's issued and outstanding Common Shares. This information is based upon (i) the registered list of the Issuer's stockholders provided by the Issuer's transfer agent as at October 4, 2004 and (ii) a geographic range report prepared by ADP Investor Communications as at October 4, 2004.

9. The Issuer has maintained its continuous disclosure obligations under the Alberta Act and the BC Act since October 6, 2004, which obligations are substantially similar to those under the Act. The continuous disclosure materials filed by the Issuer since October 4, 2004 are available on the System for Electronic Document Analysis and Retrieval (SEDAR).

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

11. The Issuer is not in default of any requirements contained in the BC Act or the Alberta Act.

12. Neither the Issuer nor any of its directors and officers nor, to the knowledge of the Issuer and its 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, except as follows:

On February 15, 1996 the British Columbia Securities Commission issued an order against Thomas Skimming for failing to file nine insider reports outside the required time period. The Commission ordered that Mr. Skimming pay late fees of $450, an administrative penalty of $5,000, and the fees and costs of the hearing. The Commission also ordered that he be barred from becoming a director or officer of a reporting issuer for a period of two years and complete a course of study acceptable to the Commission. Mr. Skimming subsequently completed the "Going Public and Continuous Disclosure" Program at Simon Fraser University. Mr. Skimming was also denied the availability of certain exemptions under the British Columbia Securities Act for a period of two years.

The preceding information has been disclosed within a TSX-V Form 5A Filing Statement filed by the Issuer on SEDAR on October 4, 2004.

13. Other than what is described in paragraph 12 above, neither the Issuer nor its directors and officers nor, to the knowledge of the Issuer and its 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.

14. Neither the Issuer nor its directors and officers nor, to the knowledge of the Issuer 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.

15. The Issuer will remit all participation fees due and payable by it pursuant to Commission Rule 13-502 Fees by no later than January 4, 2004.

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 to be a reporting issuer for the purpose of Ontario securities law.

December 24, 2004.

"Iva Vranic"