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, Alberta and Québec - issuer's securities listed for trading on the TSX Venture Exchange - continuous disclosure requirements in British Columbia, Alberta and Québec substantially the same as those in Ontario.

Statutes Cited

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

November 1, 2005

IN THE MATTER OF

THE SECURITIES ACT

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

AND

IN THE MATTER OF

LAKE SHORE GOLD CORP.

 

ORDER

(Subsection 83.1(1))

UPON the application (the Application) of Lake Shore Gold Corp. (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 Commission;

AND UPON the Issuer representing to the Commission that:

1. The Issuer is a corporation incorporated under the Business Corporations Act (British Columbia).

2. The Issuer's head office is located in Vancouver, British Columbia.

3. The authorized share capital of the Issuer consists of an unlimited number of common shares without par value of which 80,536,561 were issued and outstanding as of October 26, 2005.

4. The Issuer has been a reporting issuer under the Securities Act (British Columbia) (the BC Act) since July 7, 1987, a reporting issuer under the Securities Act (Alberta) (the Alberta Act) for more than 12 months and a reporting issuer under the Securities Act (Québec) (the Québec Act) since March 3, 2003.

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

6. The Issuer has determined that it has a significant connection to Ontario in that the President of the Issuer resides in Ontario; more than 20% of the outstanding common shares of the Issuer are held by beneficial owners who are resident in Ontario; and more than 10% of the registered and non-objecting beneficial owners of common shares of the Issuer are residents of Ontario.

7. The common shares of the Issuer are listed on the TSX Venture Exchange (the Exchange) under the trading symbol "LSG".

8. The Issuer is not in default of any of the requirements of the Exchange and is not in default of any of the requirements of the BC Act, the Alberta Act or the Québec Act.

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

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

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

12. The continuous disclosure materials filed by the Issuer under the BC Act, the Alberta Act and the Québec Act are available on the System for Electronic Document Analysis and Retrieval (SEDAR).

13. Neither the Issuer nor any of its officers, directors nor, to the knowledge of the Issuer, its officers and directors, any of its 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 be likely to be considered important to a reasonable investor making an investment decision.

14. Neither the Issuer nor any of its officers, 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.

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

16. The Issuer will 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