Thistle Mining Inc. - s. 13.1 of NI 51-102

Headnote

Issuer's shares are listed on the Alternative Investment Market of the London Stock Exchange - issuer not excluded from the definition of "venture issuer" under National Instrument 51-102 Continuous Disclosure Obligations solely due to such listing. Relief expires 60 days from the effective date of the amendments to NI 51-102 initially published for comment on December 9, 2005.

Instruments Cited

Section 13.1 of National Instrument 51-102 Continuous Disclosure Obligations.

IN THE MATTER OF

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

CHAPTER S.5, AS AMENDED

AND

NATIONAL INSTRUMENT 51-102

CONTINUOUS DISCLOSURE OBLIGATIONS

AND

IN THE MATTER OF

THISTLE MINING INC.

EXEMPTION

(Section 13.1 of NI 51-102)

UPON the Director having received an application from Thistle Mining Inc. (the Filer) for an order under section 13.1 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) that the listing of the Filer on the Alternative Investment Market of the London Stock Exchange (AIM) does not cause the Filer to be excluded from the definition of "venture issuer" solely due to that listing;

AND UPON considering the application and the recommendation of the staff of the Ontario Securities Commission;

AND UPON the Filer having represented to the Director as follows:

1. The Filer is a corporation incorporated under the laws of the Yukon Territory, is a reporting issuer under the Securities Act, R.S.B.C. 1996, c. 418 (the BC Act), is a reporting issuer under the Securities Act, R.S.A. 2000, c S-4 (the Alberta Act), is a reporting issuer under the Securities Act R.S.O. 1990, c.S5 (the Ontario Act) and is not in default of any requirement of the BC Act, the Alberta Act or the Ontario Act or the rules and regulations pertaining to those acts.

2. Presently the Filer only lists and quotes its common shares on the AIM.

3. Other than the fact that the Filer lists its common shares on the AIM, the Filer is a "venture issuer" as defined by NI 51-102 and does not have any of its securities listed or quoted on any of the Toronto Stock Exchange, a U.S. marketplace or a marketplace outside of Canada and the United States of America.

4. The British Columbia Securities Commission has issued BC Instrument 51-507 and the Alberta Securities Commission has issued Alberta Blanket Order 51-509, both of which provide that the requirement in the definition of "venture issuer" in NI 51-102 that a reporting issuer not, at the relevant time, have any of its securities listed or quoted on a marketplace outside of Canada and the United States of America, does not apply to a reporting issuer whose securities are traded on AIM, provided that the issuer's securities are not also quoted or traded on any other marketplace outside of Canada and the United States of America.

AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;

IT IS THE DECISION of the Director, under section 13.1 of NI 51-102, that the requirement in the definition of venture issuer in NI 51-102, that an issuer not, at the relevant time, have any of its securities listed or quoted on a marketplace outside of Canada and the United States of America, does not apply to the Filer for so long as securities of the Filer are listed or quoted on the Alternative Investment Market of the London Stock Exchange and no other marketplace outside Canada or the United States of America; provided that this decision will terminate sixty days following the effective date of the amendments to NI 51-102 that were initially published for comment on December 9, 2005.

DATED this 27th day of November, 2006