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).

October 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

BLACK BULL RESOURCES INC.

 

ORDER

(Subsection 83.1(1))

UPON the application of Black Bull 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 law;

AND UPON considering the application and the recommendation of the staff of the Ontario Securities Commission (the Commission);

AND UPON the Issuer representing to the Commission as follows:

1. The Issuer was incorporated as 747702 Alberta Ltd. by Certificate of Incorporation issued pursuant to the laws of Alberta on July 18, 1997. The Company subsequently changed its name to Black Bull Resources Inc. by way of Certificate of Amendment dated September 11, 1997. The Issuer is also extra-provincially registered in the Provinces of British Columbia and Nova Scotia.

2. The head office of the Issuer is located at PO Box 698, 157 Water Street, Shelburne, Nova Scotia, B0T 1W0 and its registered office is located at 3rd floor, 14505 Bannister Road SE, Calgary, Alberta T2X 3J3.

3. The authorized capital of the Issuer consists of an unlimited number of Common Shares, and an unlimited number preferred shares, of which 44,186, 605 Common Shares and no preferred shares were issued and outstanding as of September 1, 2005.

4. The Common Shares of the Issuer are listed on the TSX Venture Exchange (the Exchange) under the trading symbol "BBS", and the Issuer is in compliance with all rules, regulations and policies of the Exchange. The Issuer is not designated as a capital pool corporation by the Exchange.

5. The Issuer has been a reporting issuer under the Securities Act (Alberta) (the Alberta Act) since February 26, 1998. The Issuer subsequently became a reporting issuer under the Securities Act (British Columbia) (the B.C. Act) as a result of creation of CDNX through the merger of The Alberta Stock Exchange and the Vancouver Stock Exchange on November 29, 1999.

6. The Issuer is not in default of any requirements of the B.C. Act or the Alberta Act.

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

8. The Issuer has determined that it has significant connection to Ontario in that residents of Ontario hold approximately 17,035,460 Common Shares of the Issuer, which represents approximately 43.88% of the Issuer's issued and outstanding Common Shares. This information is based upon (i) the registered list of the Issuer's shareholders provided by the Issuer's transfer agent as at September 2, 2005 and (ii) a geographic range report prepared by ADP Investor Communications as at September 2, 2005.

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

10. The continuous disclosure materials filed by the Issuer under the B.C. Act and under the Alberta Act since October 30, 1997 are available on the System for Electronic Document Analysis and Retrieval (SEDAR).

11. Neither the Issuer nor its officers or directors nor, to the knowledge of the Issuer, its officers and directors, any of its controlling shareholders, has:

a. been subject to 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 Issuer nor its officers or directors nor, to the knowledge of the Issuer, its officers and directors, any of its controlling shareholders, is or has been subject to:

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 preceding 10 years.

13. None of the directors or officers of the Issuer, nor to the knowledge of the Issuer, 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:

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 30 consecutive days, within the preceding 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 10 years.

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

"Iva Vranic"
Manager, Corporate Finance