African Gold Group, Inc. (formerly Koda Resouces Ltd.) - s. 83.1.(1)

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 trade on the TSXV -- Continuous disclosure requirements in British Columbia and Alberta are substantially the same as those in Ontario.

Applicable Ontario Statutory Provisions

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,

c. S.5, AS AMENDED (the Act)

AND

IN THE MATTER OF

AFRICAN GOLD GROUP, INC.

(formerly KODA RESOURCES LTD.)

ORDER

(Subsection 83.1(1))

UPON the application of African Gold Group, Inc. (the Applicant) for an order pursuant to subsection 83.1(1) of the Act deeming the Applicant 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 Applicant representing to the Commission as follows:

1. the Applicant is a corporation incorporated under the laws of the Province of British Columbia with its registered and head office located at BCE Place, 161 Bay Street, Suite 2606, Canada Trust Tower, Toronto, Ontario M5J 2S1;

2. the authorized capital of the Applicant consists of unlimited common shares of which 23,155,345 common shares are issued and outstanding;

3. the Applicant has been a reporting issuer in the Province of British Columbia since May 10, 1989, and in the Province of Alberta since November 1999;

4. the Applicant is not currently a reporting issuer or the equivalent in any jurisdiction in Canada other than Alberta and British Columbia;

5. the Applicant is not on the list of defaulting reporting issuers maintained pursuant to the Securities Act (British Columbia) (the British Columbia Act) or pursuant to the Securities Act (Alberta) (the Alberta Act);

6. the continuous disclosure requirements of the British Columbia Act and the Alberta Act are substantially the same as the requirements under the Act;

7. the continuous disclosure materials filed by the Applicant under the British Columbia Act since September 26, 1997 and under Alberta Act since November 1999 are available on the System for Electronic Document Analysis and Retrieval (SEDAR);

8. the Applicant's securities are traded on the TSX Venture Exchange (TSXV) under the symbol "AGG". The Applicant's securities are not traded on any other stock exchange or trading or quotation system;

9. the Applicant is not in default of any of the rules or regulations of the TSXV;

10. neither the Applicant nor any of its officers, directors or any controlling shareholder 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;

11. neither the Applicant nor any of its officers, directors or any controlling shareholder 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;

12. none of the officers or directors of the Applicant or any controlling shareholder is or has been at the time of such event an officer of director of any other issuer which is or has been subject to:

(a) any cease trade or similar order, or order 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; and

13. the Applicant 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 Applicant be deemed to be a reporting issuer for the purposes of Ontario securities law.

DATED September 13, 2006.