Paragon Minerals Corporation - s. 1(11)(b)

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 -- continuous disclosure requirements in British Columbia, Alberta and Quebec 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

PARAGON MINERALS CORPORATION

ORDER

(Section 1(11)(b))

UPON the application of Paragon Minerals Corporation (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 staff of the Ontario Securities Commission (the Commission);

AND UPON the Applicant representing to the Commission as follows:

1. The Applicant is a company governed by the Canada Business Corporations Act. Its registered office and head office are located in Vancouver, British Columbia.

2. The Applicant has been a "reporting issuer" under the Securities Act (British Columbia), the Securities Act (Alberta) and the Securities Act (Quebec) since December 8, 2006.

3. The Applicant's common shares were listed on the TSX Venture Exchange (the "Exchange") on December 15, 2006 with the trading symbol "PGR" and continue to be listed on the Exchange. The Applicant's securities are not traded on any other exchange or trading or quotation system.

4. The Applicant is in compliance with all the requirements of the Exchange.

5. The Applicant is not a reporting issuer or the equivalent under the securities legislation of any jurisdiction other than the Provinces of British Columbia, Alberta and Quebec.

6. The Applicant has determined that it has a significant connection to Ontario. More particularly, a Non-Objecting Beneficial Owner list provided by ADP Investor Communications indicated that as February 20, 2007, approximately 57.08% of the beneficial shareholders in that report were residents of Ontario and collectively such beneficial shareholders held approximately 20.25% of the Applicant's outstanding shares. In addition, management of the Applicant is aware that in a Registered Shareholder list as at February 20, 2007 provided by Computershare Investor Services Inc., approximately 22.45% of the registered shareholders in that list or the beneficial shareholders thereof were residents of Ontario (excluding CDS & Co.) and collectively such registered and/or beneficial shareholders held approximately 6.19% of the Applicant's outstanding shares. Accordingly, such beneficial and registered shareholders held approximately a total of 5,430,731 of the Applicant's outstanding shares (26.44%).

7. The Applicant is up to date in the filing of its financial statements and other continuous disclosure documents.

8. The continuous disclosure requirements of the Securities Act (Alberta), the Securities Act (British Columbia) and the Securities Act (Quebec) are substantially the same as the requirements under the Act.

9. The continuous disclosure materials filed by the Applicant under the Securities Act (Alberta), the Securities Act (British Columbia) and the Securities Act (Quebec) are available on the System for Electronic Document Analysis and Retrieval.

10. Neither the Applicant nor any of its officers, directors or controlling shareholders has

(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 likely be considered important to a reasonable investor making an investment decision.

11. The Applicant is not aware of:

(a) any known ongoing or concluded investigations by:

(i) a Canadian securities regulatory authority; or

(ii) 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 10 years before the date of the application;

relating to the Applicant, a director or officer of the Applicant, or a shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant.

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 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 June 28, 2007