Securities Law & Instruments

Headnote

Subsection 83.1(1) - Issuer deemed to be a reporting issuer in Ontario - Issuer already a reporting issuer in British Columbia, Alberta and Quebec- Issuer's securities listed for trading on the TSX Venture Exchange.

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

SUPERIOR DIAMONDS INC.

 

ORDER

(Subsection 83.1(1))

UPON the application (the Application) of Superior Diamonds Inc. (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 the staff of the Commission;

AND UPON the Issuer representing to the Commission that:

1. The Issuer was continued into British Columbia on June 4, 2004.

2. The Issuer's head office is located in Vancouver, British Columbia.

3. The authorized share capital of the Issuer consists of an unlimited number of common shares without par value.

4. The Issuer has been a reporting issuer under the Securities Act (British Columbia) since February 26, 1988, a reporting issuer under the Securities Act (Alberta) (for more than 12 months) and a reporting issuer under the Securities Act (Québec) since November 28, 2003.

5. The Issuer is not a reporting issuer in Ontario or any jurisdiction other than British Columbia, Alberta and Québec.

6. The Issuer has determined that it has a significant connection to Ontario. More particularly, a Non-Objecting Beneficial Owner list provided by ADP Investor Communications indicated that as at May 10, 2004 approximately 33% of the beneficial shareholders in that report were residents of Ontario and collectively such beneficial shareholders held approximately 28% of the Issuer's outstanding shares.

7. The Issuer is up to date in the filing of its financial statements and other continuous disclosure documents.

8. The common shares of the Issuer are listed on the TSX Venture Exchange and the Issuer is in compliance with all requirements of the TSX Venture Exchange.

9. The continuous disclosure requirements of the Securities Act (British Columbia), the Securities Act (Alberta) and the Securities Act (Quebec) are substantially the same as the requirements under the Act.

10. The continuous disclosure materials filed by the Issuer under the Securities Act (British Columbia), the Securities Act (Alberta) and the Securities Act (Quebec) are available on the System for Electronic Document Analysis and Retrieval.

11. Neither the Issuer nor any of its officers, directors or controlling shareholders has (i) been the subject of 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.

12. The Issuer is not aware of:

(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 10 years before the date of the application;

relating to the Issuer, a director or officer of the Issuer, or a shareholder holding sufficient securities of the Issuer to affect materially the control of the Issuer.

13. The Issuer will remit all participation fees due and payable by it pursuant to Commission Rule 13-502 Fees by no later than two business days from the date of this Order.

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 is deemed to be a reporting issuer for the purposes of Ontario securities law.

March 3, 2005.

"John Hughes"