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 -- 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 -- Significant connection to 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

CLINE MINING CORPORATION

 

ORDER

(Subsection 83.1(1))

UPON the application of Cline Mining Corporation (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 Ontario Securities Commission (the Commission);

AND UPON the Issuer representing to the Commission as follows:

1. The Issuer is a corporation governed by the Business Corporations Act (British Columbia) and was incorporated in British Columbia on January 14, 1983, as "Cline Development Corporation". On September 2, 1993, the Issuer changed its name to "Consolidated Cline Development Corporation" pursuant to a share consolidation and on November 29, 1996, changed its name to "Cline Mining Corporation". The Issuer is registered as an extra-provincial corporation in Ontario.

2. The Issuer's registered office is located at Suite 2550, 555 West Hastings Street, P.O. Box 12077, Vancouver, British Columbia, V6B 4N5, and its head office is located at 530 La Salle Boulevard, Sudbury, Ontario, P3A 1W9.

3. The Issuer is a resource company involved in the acquisition, exploration and development of coal properties in British Columbia.

4. The authorized share capital of the Issuer consists of 100,000,000 common shares (the Common Shares) without par value and 2,000,000 preferred shares with a par value of $5.00 each, of which 47,143,925 Common Shares are currently issued and outstanding.

5. The Issuer's Common Shares were listed on the Vancouver Stock Exchange (a predecessor of the TSX Venture Exchange) on January 14 1983, continue to be listed on the TSX Venture Exchange and trade under the symbol "CMK".

6. The Issuer became a reporting issuer under the Securities Act (British Columbia) (the BC Act) on May 31, 1984 by way of prospectus, and became a reporting issuer under the Securities Act (Alberta) (the Alberta Act) on November 29, 1999 pursuant to the amalgamation of the Alberta Stock Exchange and the Vancouver Stock Exchange.

7. The Issuer has a significant connection to Ontario in that the Issuer's head office is located in Ontario, the Issuer's principal mind and management is located in Ontario and residents of Ontario beneficially hold more than 10% of the Issuer's issued and outstanding Common Shares.

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

9. The Issuer is not in default of any requirements contained in the BC Act or the Alberta Act, or any of the rules and regulations thereunder, and is not on the lists of defaulting reporting issuers maintained pursuant to the BC Act and the Alberta Act.

10. The continuous disclosure requirements of the BC Act and the Alberta Act are substantially the same as the requirements under the Act.

11. The materials filed by the Issuer as a reporting issuer in the Provinces of British Columbia and Alberta since January 1, 1997 are available on the System for Electronic Data Analysis and Retrieval.

12. Neither the Issuer nor any of its directors or officers nor, to the knowledge of the Issuer and its directors and officers, any controlling shareholder of the Issuer, has:

(a) been subject to 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.

13. Neither the Issuer nor any of its directors or officers nor, to the knowledge of the Issuer and its directors and officers, any controlling shareholder of the Issuer, 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 ten (10) years.

14. None of the directors or officers of the Issuer nor, to the knowledge of the Issuer and its directors and officers, any controlling shareholder of the Issuer, 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:

(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.

15. The Issuer will remit all participation fees due and payable by it pursuant to Ontario Securities Commission Rule 13-502 Fees by no later than two (2) 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 be deemed to be a reporting issuer for the purposes of Ontario securities law.

February 25, 2005.

"Charlie MacCready"
Assistant Manager
Corporate Finance