Blue Note Mining Inc. - s. 83.1(1)

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.

Statutes Cited

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

Policies Cited

Policy 12-602 -- Deeming an Issuer From Certain Other Canadian Jurisdictions to be a Reporting Issuer in Ontario.

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990,

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

AND

IN THE MATTER OF

BLUE NOTE MINING INC.

ORDER

(Subsection 83.1(1))

UPON the application of Blue Note Mining 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 was incorporated under the Canada Business Corporations Act on February 20, 2002 as San Lorenzo Resources Inc., changed its name to Blue Note Metals Inc. on December 16, 2004 and changed its name to Blue Note Mining Inc. on October 4, 2006;

2. The Applicant's registered and head office is located at 1 Place Ville-Marie, suite 2125, Montréal, Québec, H3B 2C6;

3. As of November 6, 2006, the Applicant had 267,552,230 common shares issued and outstanding and no preferred shares outstanding;

4. The Applicant has been a reporting issuer in the Provinces of British Columbia, Alberta and Québec since November 10, 2005;

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

6. The Applicant is not on the list of defaulting reporting issuers maintained pursuant to the Securities Act (British Columbia) (the British Columbia Act), the Securities Act (Alberta) (the Alberta Act) and the Securities Act (Québec) (the Québec Act);

7. The Applicant has determined that it has a significant connection to Ontario in that at least 10% of its equity securities are held by registered and beneficial holders resident in Ontario and one of its directors is resident in Ontario.

8. The continuous disclosure requirements of the British Columbia Act, the Alberta Act and the Québec Act are substantially the same as the requirements under the Act;

9. The continuous disclosure materials filed by the Applicant under the British Columbia Act, the Alberta Act and the Québec Act since November 10, 2005 are available on the System for Electronic Document Analysis and Retrieval (SEDAR);

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

11. The Applicant is not designated as a capital pool company by the TSXV;

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

13. 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;

14. 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;

15. 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 or 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

16. 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 November 7, 2006.