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.

Ontario Statutes

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

August 2, 2005

IN THE MATTER OF

THE SECURITIES ACT

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

AND

IN THE MATTER OF

STINGRAY RESOURCES INC.

 

ORDER

(Subsection 83.1(1))

UPON the application (the "Application") of Stingray Resources 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 laws;

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON the Issuer representing to the Director that:

1. The Issuer was continued into the federal jurisdiction of Canada under the Canada Business Corporations Act on September 9, 2003.

2. The head office of the Issuer is located at 40 University Avenue, Suite 605, Toronto, Ontario M5J 1T1.

3. The Issuer is authorized to issue an unlimited number of common shares without par value.

4. As at June 14, 2005, 12,756,330 common shares of the Issuer were issued and outstanding.

5. The Issuer has been a reporting issuer under both the Securities Act (British Columbia) (the "B.C. Act") and the Securities Act (Alberta) (the "Alberta Act") since November 1973. The Issuer is not in default of any requirements of the B.C. Act or the Alberta Act, or the regulations thereunder.

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

7. The Issuer is not designated as a capital pool company by the Exchange.

8. The Issuer has a significant connection to Ontario in that more than 83% of the Issuer's outstanding shares are held by beneficial owners who are residents of Ontario.

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

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

11. The continuous disclosure materials filed by the Issuer under the B.C. Act and the Alberta Act are available on the System for Electronic Document Analysis and Retrieval.

12. There have been no penalties or sanctions imposed against the Issuer by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority, and the Issuer has not entered into any settlement agreement with any Canadian securities regulatory authority.

13. Neither the Issuer nor any of its directors, officers nor, to the knowledge of the Issuer, its directors and officers, or 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.

14. Neither the Issuer nor any of its directors, officers nor, to the knowledge of the Issuer, its directors and officers, or 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.

15. None of the directors or officers of the Issuer, nor to the knowledge of the Issuer, its directors and officers, or 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: (i) any cease trade or similar orders, or orders 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 Director 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 laws.

"Iva Vranic"