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, Alberta and Quebec -- issuer's securities listed for trading on the TSX Venture Exchange -- issuer has developed a "significant connection" to 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

NORTHERN ABITIBI MINING CORP.

 

ORDER

(Section 1(11))

UPON the application of Northern Abitibi Mining Corp. (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 under Part I of the Companies' Act of Quebec, by Letters Patent dated March 15, 1971. On September 22, 1981, the name was changed to include the French version, Corporation Miniere Nord Abitibi, as a result of Bill 101. On March 17, 1987, Special By-Law "A" 1987 continuing the Company under Part 1A of the Companies Act (Quebec) was adopted by the Issuer. On February 24, 1988, Special By-Law "B" 1987 was adopted by the Company. Its registered office in Province of Quebec is at 1, Place Ville-Marie, Bureau 4000, Montreal, Quebec, H3B 4M4 and its head office is located at Suite 500, 926-5th Avenue SW, Calgary, Alberta, T2P 0N7;

2. The authorized capital of the Applicant consists of an unlimited number of common shares of which 47,470,928 common shares are issued and outstanding;

3. The Applicant has been a reporting issuer in the Provinces of British Columbia, Alberta and Québec since November 26, 1999, October 11, 1988 and March 14, 1974 respectively;

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

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

6. The continuous disclosure requirements of the B.C. Act, the Alberta Act and the Québec 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, the Alberta Act and the Québec Act since February 19, 1997 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 "NAI". 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 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;

13. The Applicant has a significant connection to Ontario as its Ontario shareholders hold more than 37% of the issued and outstanding common shares of the Applicant;

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 July 5, 2007

"Erez Blumberger"
Manager, Corporate Finance
Ontario Securities Commission