Securities Law & Instruments

Headnote

Subsection 83.1(1) -- Issuer deemed to be a reporting issuer in Ontario -- Issuer already a reporting issuer in British Columbia and Alberta -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in British Columbia and Alberta substantially same as those in Ontario.

Applicable Ontario Statutory Provisions

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

September 27, 2005

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, CHAPTER S. 5, AS AMENDED (THE ACT)

AND

IN THE MATTER OF

WESTERN PROSPECTOR GROUP LTD. (THE FILER)

 

ORDER

(section 83.1(1))

UPON the application of the Filer for an order pursuant to subsection 83.1(1) of the Act deeming the Filer 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 Filer having represented to the Commission as follows:

1. The Filer is a company governed by the Business Corporations Act (British Columbia). Its registered office and head office are located in Vancouver, British Columbia.

2. The Filer has been a "reporting issuer" under the Securities Act (British Columbia) since October 19, 1999 and a reporting issuer under the Securities Act (Alberta) since November 30, 1999 upon listing of the Filer's shares on the Canadian Venture Exchange, due to the merger of the Alberta and Vancouver Stock Exchanges.

3. The Filer's common shares were listed on the Canadian Venture Exchange on November 30, 1999. The Filer's common shares currently trade on the TSX Venture Exchange (TSXV) and the Filer is in compliance with all the requirements of the TSXV.

4. The Filer is not a reporting issuer under the securities legislation of any jurisdiction other than the Provinces of British Columbia and Alberta.

5. The Filer has determined that it has a significant connection to Ontario. More particularly, a Non-Objecting Beneficial Owner list provided by ADP Investor Communications indicated that as April 15, 2005, approximately 39.72% of the beneficial shareholders in that report were residents of Ontario and collectively such beneficial shareholders held approximately 19.95% of the Filer's outstanding shares. In addition, in a Registered Shareholder list as at April 15, 2005 provided by Computershare Investor Services Inc., management of the Filer is aware that approximately 40.48% of the registered shareholders in that list or the beneficial shareholders thereof were residents of Ontario and collectively such registered and/or beneficial shareholders held approximately 10.31% of the Filer's outstanding shares.

6. The Filer is up to date in the filing of its financial statements and other continuous disclosure documents.

7. The continuous disclosure requirements of the Securities Act (Alberta) and the Securities Act (British Columbia) are substantially the same as the requirements under the Act.

8. The continuous disclosure materials filed by the Filer under the Securities Act (Alberta) and the Securities Act (British Columbia) are available on the System for Electronic Document Analysis and Retrieval.

9. Neither the Filer nor any of its officers, directors or 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;

(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 likely be considered important to a reasonable investor making an investment decision.

10. The Filer is not aware of:

(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 10 years before the date of the application;

relating to the Filer, a director or officer of the Filer, or a shareholder holding sufficient securities of the Filer to affect materially the control of the Filer except for John S. Brock, Present, Chief Executive Officer and a director of the Filer.

Mr. Brock served as a director of Future Mineral Corporation (Future) from May 25, 1999 until the date of his resignation on July 25, 2003. On January 10, 2003, Future's board of directors was advised by management of Future that Future had been served with an interim cease trade order issued by the Alberta Securities Commission dated December 6, 2002 for failure to file audited financial statements and that on December 20, 2002, a cease trade order was issued. Future's management advised that due to the death in 2002 of Eric Alexander, Future's President, Future was unable to complete an audit of Future's corporate and financial records.

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

"Charlie MacCready"
Assistant Manger, Corporate Finance
Ontario Securities Commission