Northern Sun Exploration Company Inc. - s. 83.1(1)

Order

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 the same as those in Ontario.

Statute Cited

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

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED

(the Act)

AND

IN THE MATTER OF

NORTHERN SUN EXPLORATION COMPANY INC.

 

ORDER

(Subsection 83.1(1))

UPON the application of Northern Sun Exploration Company 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 on September 5, 1975 under the laws of British Columbia under the name Landmark Resources Ltd. On October 6, 1995, the Issuer changed its name to Landmark Environmental Inc. On June 12, 1997, the Issuer changed its name to International Landmark Environmental Inc. On January 15, 2003 the Issuer changed its name to Shabute Ventures Inc. On June 29, 2004, the Issuer changed its name to Northern Sun Exploration Company Inc. The Issuer is extra-provincially registered in Alberta and Saskatchewan.

2. The head office of the Issuer is located at Suite 1000 - 521 3rd Avenue SW, Calgary, Alberta, T2P 3T3 and its registered office is located at 1500 Royal Centre, 1055 West Georgia Street, P.O. Box 11117, Vancouver, British Columbia, V6E 4N7.

3. The authorized capital of the Issuer consists of an unlimited number of Common Shares, of which 61,518,974 Common Shares were issued and outstanding as of August 17, 2006.

4. The Common Shares of the Issuer are listed on the TSX Venture Exchange (the Exchange) under the trading symbol "NSE", 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 (British Columbia) (the B.C. Act) since November 15, 1979. The Issuer subsequently became a reporting issuer under the Securities Act (Alberta) (the Alberta Act) as a result of creation of Canadian Venture Exchange through the merger of the Alberta Stock Exchange and the Vancouver Stock Exchange on November 29, 1999.

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

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

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

9. The continuous disclosure materials filed by the Issuer under the B.C. Act and the Alberta Act since September 19, 1997 are available on the System for Electronic Document Analysis and Retrieval (SEDAR).

10. The Issuer has determined that it has significant connection to Ontario in that residents of Ontario hold approximately 20,935,409 Common Shares of the Issuer, which represents approximately 34% 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 August 17, 2006 and (ii) a geographic range report prepared by ADP Investor Communications as at August 17, 2006.

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 the 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. Except as provided in paragraph 14, 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 order 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. Christopher R. Cooper, President, Chief Executive Officer, Chairman and a director of the Issuer, is currently a director and was previously (from February 3, 2004 until June 29, 2005) Chief Financial Officer and Vice President of Copacabana Capital Limited (Copacabana) while it was a Capital Pool Company. On May 9, 2006 (subsequent to Copacabana completing a Qualifying Transaction as defined in the policies of the Exchange), Copacabana was subject to a cease trade order (CTO) issued by the British Columbia Securities Commission because of Copacabana's failure to file its annual financial statements for the fiscal year ended December 31, 2005, along with the appropriate Management Discussion and Analysis, in the required time period. Copacabana is currently on the Defaulting Reporting Issuer List maintained by the Alberta Securities Commission due to its late filing of financial statements. At the time the CTO was issued, Mr. Cooper was not an officer or a member of management of Copacabana.

15. The Issuer shall remit all participation fees due and payable by it pursuant to 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.

DATED September 6, 2006

"Erez Blumberger"
Assistant Manager, Corporate Finance