Spider Resources 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 British Columbia, Alberta and Quebec - issuer's securities listed for trading on the TSX Venture Exchange - continuous disclosure requirements in British Columbia, Alberta and Quebec 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 Ontario Act)

AND

IN THE MATTER OF

SPIDER RESOURCES INC.

ORDER

(Subsection 83.1(1) of the Ontario Act)

UPON the application of Spider Resources Inc. (the Filer) for an order pursuant to subsection 83.1(1) of the Act deeming the Filer 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 Filer representing to the Commission as follows:

1. The Filer was incorporated under the Canada Business Corporations Act on July 20, 1992 and its registered office is located at 56 Temperance Street, 4th Floor, Toronto, Ontario, M5H 3V5.

2. The Filer has an authorized share capital consisting of an unlimited number of common and preference shares issuable in series, of which 229,793,535 common shares were issued and outstanding as at November 2, 2006.

3. The Filer's outstanding common shares are listed and posted for trading on the TSX Venture Exchange under the trading symbol "SPQ". The Filer is not in default of any of the requirements of the TSX Venture Exchange.

4. The Filer is a reporting issuer under the Securities Act (British Columbia) (the BC Act), the Securities Act (Alberta) (the Alberta Act) and the Securities Act (Quebec) (the Quebec Act) since November 29, 1999, May 19, 1993 and August 11, 1994, respectively. The Filer is not a reporting issuer or the equivalent under the securities legislation of any other jurisdiction in Canada.

5. The Filer is not in default of any requirements under the BC Act, the Alberta Act or the Quebec Act (collectively, the Acts) or the regulations or rules made thereunder.

6. The continuous disclosure requirements of the Acts are substantially the same as the requirements under the Ontario Act.

7. The continuous disclosure materials filed by Filer under the Acts since March 7, 1997 are available on the System for Electronic Document Analysis and Retrieval (SEDAR). The Filer's continuous disclosure record is up to date.

8. None of the Filer or any of its officers or directors or any of its controlling shareholders, has:

(i) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;

(ii) entered into a settlement agreement with a Canadian securities regulatory authority; or

(iii) 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.

9. None of the Filer or any of its officers or directors or any of its controlling shareholders, is or has been subject to:

(i) any known ongoing or concluded investigation by a Canadian securities regulatory authority, or 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

(ii) 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.

10. None of the Filer or any of its officers or directors or 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:

(i) 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

(ii) 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.

11. The Filer has a significant connection to Ontario as:

(i) its registered office is located in Ontario;

(ii) all of the Filer's officers and a majority of its directors are resident in Ontario; and

(iii) the majority of the Filer's assets are located in Ontario.

12. The Filer will remit all participation fees due and payable by it pursuant to the 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 granting this order would not be prejudicial to the public interest.

IT IS HEREBY ORDERED pursuant to subsection 83.1(1) of the Ontario Act that the Filer be deemed to be a reporting issuer for the purposes of Ontario securities law.

DATED at Toronto this 7th day of November, 2006