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., s. 83.1(1).

June 9, 2005

IN THE MATTER OF

THE SECURITIES ACT

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

AND

IN THE MATTER OF

CHINA DIAMOND CORP.

 

ORDER

(Subsection 83.1(1))

UPON the application of China Diamond Corp. (CDC or the Filer) for an order, pursuant to subsection 83.1(1) of the Act, deeming CDC 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 CDC having represented to the Commission as follows:

1. CDC is a corporation that was incorporated under the Company Act (British Columbia) as "Sancono Ventures Inc." on October 20, 1986 and continued into the Yukon under the provisions of the Business Corporations Act (Yukon) on October 8, 1997, and the Filer changed its name to "Pan Asia Mining Corp." on that date. The Filer changed its name to "China Diamond Corp." on December 29, 2003.

2. CDC's head office and primary place of business is located in London, Ontario.

3. The authorized share capital of CDC consists of an unlimited number of common shares without par value (the Common Shares), of which 224,084,771 Common Shares are issued and outstanding as of May 31, 2005. The Common Shares are listed on the TSX Venture Exchange (the TSX-V).

4. CDC has a significant connection to Ontario in that it now has a majority of its directors located in Ontario and has moved its head office to Ontario.

5. CDC has been a reporting issuer under the Securities Act (British Columbia) (the B.C. Act) and a reporting issuer under the Securities Act (Alberta) (the Alberta Act) since January 6, 1988.

6. CDC is not in default of any of the requirements of the TSX-V and is not in default of any of the requirements of the B.C. Act or the Alberta Act.

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

8. The continuous disclosure materials filed by CDC under the B.C. Act and the Alberta Act since it became a reporting issuer are available on the System for Electronic Document Analysis and Retrieval (SEDAR).

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

10. Neither CDC nor any of its officers, directors nor, to the knowledge of CDC, its officers and directors, any 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, other than a cease trade order issued by the British Columbia Securities Commission against CDC and certain of its principals on January 24, 2003, which order was revoked on March 14, 2003;

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.

11. Neither CDC nor any of its officers, directors nor, to the knowledge of CDC, its officers and directors, any controlling shareholders, 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.

12. None of the directors or officers of CDC, nor to the knowledge of CDC, 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.

13. CDC shall use its best efforts to ensure that its website, which is located at www.chinadiamondcorp.com (the Website), complies with the following:

a. the Website is updated with the disclosure set out in all press releases made by CDC;

b. the Website contains appropriate cautionary language to the effect that mineral resources do not have the same level of confidence as mineral reserves; and

c. the Website sets out the reasoning behind CDC's decision to defer the preparation of a reserve estimate.

14. CDC shall 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 hereof.

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

"Charlie MacCready"
Assistant Manager, Corporate Finance