Securities Law & Instruments

Headnote

Section 1(11) -- order that issuer is a reporting issuer for purposes of Ontario securities law -- 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 are substantially the same as those in Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11).

IN THE MATTER OF

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

CHAPTER S.5, AS AMENDED (THE "ACT")

AND

IN THE MATTER OF

PURE NICKEL INC.

 

ORDER

(SECTION 1(11))

UPON the application of Pure Nickel Inc. (the "Applicant") for an order pursuant to clause 1(11)(b) of the Act that, for purposes of Ontario securities law, the Applicant is a reporting issuer in Ontario;

AND UPON considering the application and the recommendations 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 on April 29, 1987 pursuant to the British Columbia Company Act and continued under the Yukon Business Corporations Act on June 17, 1998 with its registered and records office located at 300 -- 204 Black Street, Whitehorse, Yukon Territory, Y1A 2M9 and its head office at 95 Wellington Street, Toronto, Ontario, M9J 5N7;

2. The authorized capital of the Applicant consists of an unlimited number of common shares of which 44,765,560 common shares are issued and outstanding;

3. The Applicant has been a reporting issuer in the Province of British Columbia since October 1990 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 British Columbia and Alberta;

5. The Applicant is not on the list of defaulting reporting issuers maintained pursuant to the Securities Act (British Columbia) (the B.C. Act) or the Securities Act (Alberta) (the Alberta Act), and, to the best of its knowledge, is not in default of any of its obligations under the B.C. Act or the Alberta Act;

6. The continuous disclosure requirements of the B.C. 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 B.C. Act and the Alberta Act 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 "NIC" and are quoted on the OTCBB under the symbol "PNCKD". 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 or the OTCBB;

10. Neither the Applicant nor any of its predecessor entities nor any of their officers, directors or controlling shareholders has or have:

(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 predecessor entities nor any of their officers, directors or controlling shareholders is, has or have been subject to:

(a) any known ongoing or concluded investigations 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

(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 Applicant or its officers, directors 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;

except as disclosed on page 34 of the management information circular of the Applicant dated February 15, 2007, a copy of which is filed on SEDAR.

13. The Applicant has a significant connection to Ontario as its mind and management are located in Ontario and 81 registered shareholders owning a total of 43.11% of the issued and outstanding common shares of the Applicant are residents of Ontario;

14. 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 ORDERED pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.

DATED May 2nd, 2007

"Iva Vranic"
Manager, Corporate Finance