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 Manitoba -- issuer's securities listed for trading on the TSX Venture Exchange -- continuous disclosure requirements in British Columbia, Alberta and Manitoba 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

SAN GOLD CORPORATION

 

ORDER

(Subsection 1(11)(b))

UPON the application of San Gold Corporation (the "Applicant") for an order, pursuant to subsection 1(11)(b) of the Act that, for the purposes of Ontario securities law, the Applicant is a reporting issuer in Ontario;

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

AND UPON the Applicant representing to the Commission as follows:

1. The full name of the Applicant is "San Gold Corporation".

2. The Applicant was formed on June 30, 2005 pursuant to The Corporations Act (Manitoba) through the amalgamation of Gold City Industries Ltd., a corporation incorporated pursuant to the Business Corporations Act (British Columbia), and San Gold Resources Corporation, a corporation incorporated pursuant to The Corporations Act (Manitoba).

3. The registered and records office of the Applicant is located at 30th Floor, 360 Main Street, Winnipeg, Manitoba, R3C 4G1 and the head office of the Applicant is located at Lot 1, Block 12 Bissett, Manitoba, R0E 0J0.

4. The authorized capital of the Applicant consists of an unlimited number of common shares of which 168,063,833 are issued and outstanding as of the close of business on August 3, 2007.

5. The Applicant has been a reporting issuer in the Provinces of Manitoba, Alberta and British Columbia since the date of its amalgamation, June 30, 2005.

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

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

8. The continuous disclosure requirements of the Manitoba Act, the Alberta Act and the B.C. Act are substantially the same as the requirements under the Act.

9. The continuous disclosure materials filed by the Applicant under the Manitoba Act, the Alberta Act and the B.C. Act are available on the System for Electronic Document Analysis and Retrieval (SEDAR).

10. The Applicant's securities are traded on the TSX Venture Exchange (the "TSXV") under the symbol "SGR". The Applicant's securities are not traded on any other stock exchange or trading or quotation system.

11. Neither the Applicant nor any of its predecessor entities nor any of their officers, directors or controlling shareholders is, 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 other than:

(i) a cease trade order dated January 26, 2005 (order revoked February 23, 2005) issued by the British Columbia Securities Commission for the failure of San Gold Resources Corporation to file certain documentation (annual financial statements and management discussion and analysis related thereto) pursuant to s. 164(1) of the B.C. Act;

(ii) a cease trade order dated January 19, 2005 (order revoked February 23, 2005) issued by the Manitoba Securities Commission for the failure of San Gold Resources Corporation to file annual financial statements and management discussion and analysis related thereto in accordance with National Instrument 51-102; and

(iii) a cease trade order dated Aug. 20, 1998 (order revoked August 27, 1998) for the failure of Gold City Industries Ltd. (under the name Consolidated Gold City Mining Corporation) to file annual audited financial statements for the period ended Dec. 31, 1997;

(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.

12. 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 investigation 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.

13. 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, except as previously noted, 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.

14. The Applicant has a significant connection with Ontario as registered shareholders owning a total of, to the knowledge of the Applicant, approximately 23% of the issued and outstanding common shares of the Applicant are resident in Ontario.

15. The Applicant is in compliance with all requirements of the TSXV.

16. 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 subsection 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.

DATED August 20th , 2007.

"Iva Vranic"
Manger, Corporate Finance