Securities Law & Instruments

Headnote

Subsection 83.1(1) - issuer deemed to be a reporting issuer in Ontario - issuer has been a reporting issuer in Alberta and British Columbia since September 9, 2004 and September 23,2004, respectively - issuer's securities listed and posted for trading on the TSX Venture Exchange - continuous disclosure requirements of British Columbia and Alberta substantially similar to those of Ontario.

Statutes Cited

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

May 26, 2005

IN THE MATTER OF

THE SECURITIES ACT

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

AND

IN THE MATTER OF

GOLDEN SUNSET TRAIL INC.

 

ORDER

(Subsection 83.1(1))

UPON the application of Golden Sunset Trail Inc. (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 representing to the Commission as follows:

1. The Company was incorporated under the Business Corporations Act (Alberta) on July 28, 2004.

2. The principal and head office of the Company is located at 1038 Barton Street, Stoney Creek, Ontario, L8E 5H3.

3. The authorized capital of the Company consists of an unlimited number of common shares and an unlimited number of preferred shares of which 7,693,333 common shares were issued and outstanding as at September 28, 2004.

4. The Company has a significant connection to Ontario as:

(a) its principal and head office is located in Ontario;

(b) the Company's President and Chief Executive Officer is a resident in Ontario;

(c) two of the Company's three directors are resident in Ontario; and

(d) 5,493,333 common shares of the Company, or approximately 71% of the total issued common shares of the Company, are registered to residents of Ontario.

5. The Company has been a reporting issuer under the Securities Act (British Columbia) (the "BC Act") and under the Securities Act (Alberta) (the "Alberta Act") since September 23, 2004 and September 9, 2004, respectively. The Company is not in default of any requirements of the BC Act or the Alberta Act, or the regulations thereunder.

6. The Company is not a reporting issuer in Ontario, and is not a reporting issuer, or equivalent, in any other jurisdiction, except British Columbia and Alberta.

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

8. The continuous disclosure materials filed by the Company under the BC Act and the Alberta Act since August 2004 are available on the System for Electronic Document Analysis and Retrieval.

9. The common shares of the Company are listed on the TSX Venture Exchange (the "Exchange") under the symbol "GST.P", and the Company is in compliance with all requirements of the Exchange, including those applicable to Capital Pool Companies.

10. The Company is currently designated as a capital pool company under the policies of the Exchange.

11. The Company has not been subject to any penalties or sanctions imposed against the Company by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority, and has not entered into any settlement agreement with any Canadian securities regulatory authority.

12. Neither the Company, nor any of its officers, directors nor, to the knowledge of the Company and its officers and directors, any of its 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.

13. Neither the Company, nor any of its officers, directors nor, to the knowledge of the Company and its officers and directors, any of its controlling shareholders, is or has been subject to: (i) any known ongoing or concluded investigations by: (a) a Canadian securities regulatory authority, or (b) 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 (ii) 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. None of the officers or directors of the Company nor, to the knowledge of the Company and its officers and directors, any of its controlling shareholders, 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: (i) any cease trade or similar order, or order 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 (ii) 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.

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

"Iva Vranic"
Manager
Corporate Finance