Teddy Bear Valley Mines, Limited - s. 1(10)(b)

Headnote

Application by reporting issuer for an order that it is not a reporting issuer for purposes of Ontario securities law -- Over 99% of the common shares of the Applicant represented at the special meeting held on May 25, 2007 voted to authorize the voluntary dissolution of the Issuer -- Issuer currently in the process of voluntary dissolution - Outstanding securities, including debt securities, are beneficially owned, directly or indirectly, by more than 15 security holders in Ontario and more than 51 security holders in Canada - Requested relief granted.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 1(10)(b).

July 27, 2007

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED (the Act)

AND

IN THE MATTER OF

TEDDY BEAR VALLEY MINES, LIMITED

(the Applicant)

ORDER

(Subsection 1(10)(b))

Background

The Ontario Securities Commission (the Commission) has received an application from the Applicant for a decision (the Requested Relief) pursuant to subsection 1(10)(b) of the Act that the Applicant is not a reporting issuer.

Representations

The Applicant has represented to the Commission that:

1. The Applicant was formed by letters patent in Ontario on July 6, 1929 and is a reporting issuer in the Province of Ontario only.

2. The Applicant's head office address is located at 10 Sun Pac Boulevard, Brampton, Ontario, L6S 4R5, the same address as the Applicant's principal shareholder, Canadex Resources Limited (Canadex).

3. The Applicant currently has 8,748,022 common shares issued and outstanding. Canadex owns 4,265,891, or 48.76%, of the Applicant's common shares.

4. The Applicant's only debt securities consist of $8,000,000 of convertible secured debentures (the Debentures) which are held by Canadex. The Debentures are not listed on any exchange or marketplace.

5. The Applicant's common shares were de-listed from the TSX in July, 1998 and none of the Applicant's securities are traded on a marketplace in Canada as defined in National Instrument 21-101 Marketplace Operation.

6. At a special meeting of the shareholders of the Applicant held on May 25, 2007, holders of 99.85% of the common shares of the Applicant represented at the special meeting voted in favour of a special resolution to voluntarily dissolve the Applicant.

7. The Applicant has no active business, its liabilities far exceed its assets and the Applicant has no planned business operations or prospects.

8. Canadex, the largest shareholder of the Applicant and the holder of 100% of the Debentures, has consented to the dissolution and wind-up of the Applicant.

9. The Applicant is not currently in default of any of its obligations as a reporting issuer under the Act.

10 The Applicant will not be a reporting issuer or the equivalent in any jurisdiction in Canada immediately following the granting of the Requested Relief.

Order

11. The Commission is satisfied that granting this Order would not be prejudicial to the public interest.

12. It is ordered pursuant to subsection 1(10)(b) of the Act that, for the purposes of Ontario securities law, the Applicant is not a reporting issuer.