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 since September 18, 1986 and Quebec since September 30, 1987 - Issuer's securities listed for trading on the TSX Venture Exchange. Continuous disclosure requirements in Alberta, British Columbia and Quebec substantially the same as those in Ontario.

Statutes Cited

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

May 11, 2005

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990,

CHAPTER S.5, AS AMENDED (the Act)

AND

IN THE MATTER OF

JILBEY GOLD EXPLORATION LTD.

 

ORDER

(Subsection 83.1(1))

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

1. The Company was incorporated under the Company Act (British Columbia) on March 14, 1983 and continued federally under the Canada Business Corporations Act on August 26, 1993.

2. The Company's head office is located in Toronto, Ontario.

3. The Company is authorized to issue 100,000,000 common shares. As of February 7, 2005, the Company had 34,664,062 common shares issued and outstanding.

4. The common shares of the Company are listed on the TSX Venture Exchange and the Company is in compliance with and not in default of the requirements of the TSX Venture Exchange.

5. The Company is a reporting issuer under the Securities Act (British Columbia) (the B.C. Act), the Securities Act (Alberta) (the Alberta Act) and the Securities Act (Quebec) (the Quebec Act). The Company became a reporting issuer in British Columbia on September 18, 1986 and in Quebec on September 30, 1987.

6. The Company is not in default of any requirements under the B.C. Act, the Alberta Act or the Quebec Act.

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

8. The Company has a significant connection to Ontario because (i) its head office is located in Ontario; and (ii) at least 10% of its equity securities are held by registered or beneficial holders resident in Ontario.

9. The continuous disclosure requirements of the B.C. Act, the Alberta Act and the Quebec Act are substantially the same as the requirements under the Act.

10. The continuous disclosure materials filed by the Company under the B.C. Act, the Alberta Act and the Quebec Act are available on the System for Electronic Document Analysis and Retrieval.

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

12. Neither the Company nor any of its directors, officers nor, to the knowledge of the Company, its officers and directors, any controlling shareholder, is or has been subject to:

(a) any known or 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.

13. None of the directors or officers of the Company, nor to the knowledge of the Company, its directors and officers, any of its controlling shareholders, is or has been at the time of such event, a director or officer 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.

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

"Iva Vranic"
Manager, Corporate Finance Branch