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

BOXXER GOLD CORP.

 

ORDER

(Clause 1(11)(b))

UPON the application (the Application) of Boxxer Gold Corp. (the Applicant) for an order pursuant to clause 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 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 May 9, 1996 pursuant to the Business Corporations Act (Alberta).

2. The Applicant's head office is located at Suite 920, 1122 - 4th St. S.W., Calgary, Alberta, T2R 1M1. The Applicant's registered office is located at 1000 Canterra Tower, 400 Third Avenue S.W., Calgary, Alberta, T2P 4H2.

3. The Applicant has been a reporting issuer in Alberta under the Securities Act (Alberta) (the Alberta Act) and in British Columbia under the Securities Act (British Columbia) (the BC Act) since August 29, 2003.

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

5. As of the date hereof, the Applicant is not on the list of defaulting reporting issuers maintained pursuant to the Alberta Act or the BC Act and to the best of its knowledge is not in default of any of its obligations under the Alberta Act or the BC Act.

6. As of the date hereof, the Applicant's authorized capitalization consists of an unlimited number of common shares (Common Shares), of which 51,007,180 Common Shares were issued and outstanding and an unlimited number of preferred shares, of which nil are outstanding. The Applicant has outstanding obligations to issue: (i) 11,522,250 Common Shares upon the exercise of 11,522,250 common share purchase warrants; (ii) 2,781,700 Common Shares upon the exercise of 2,781,700 outstanding agent's warrants, and (iii) 3,055,000 Common Shares upon exercise of 3,055,000 stock options.

7. The continuous disclosure document requirements of the Alberta Act and the BC Act are substantially the same as the requirements under the Act.

8. The continuous disclosure materials filed by the Applicant under the Alberta Act and the BC Act since July 25, 2003 are available on the System for Electronic Document Analysis and Retrieval.

9. The Common Shares are publicly traded on the TSX Venture Exchange (TSXV) under the trading symbol "BXX". The Applicant's Common Shares are not traded on any other stock exchange or trading or quotation system.

10. The Applicant is not in default of any of the rules, regulations or policies of the TSXV.

11. Pursuant to the policies of the TSXV, the Applicant is required to make an application to become a reporting issuer in Ontario upon determining that the Applicant has a significant connection to Ontario.

12. The Applicant has a significant connection to Ontario in that as of May 17, 2007, 28.3% of the Applicant's issued and outstanding Common Shares were held directly or indirectly by residents of Ontario.

13. The Applicant is not designated as a capital pool company by the TSXV.

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

15. Other than as disclosed below, neither the Applicant nor any of its directors, officers or controlling shareholders have been subject to:

(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 past 10 years.

16. On October 21, 2002, the British Columbia Securities Commission (BCSC) issued a temporary cease trade order against Alhambra Resources Ltd. (Alhambra) and a notice of hearing against Alhambra, Elmer Stewart (Stewart), a director of the Applicant, and another officer and director of Alhambra as a result of disclosure made by Alhambra in relation to certain mineral properties to be acquired by Alhambra. The temporary cease trade order was revoked on October 25, 2002 and the hearing was adjourned until November 17, 2003. As a result of the above, the TSXV suspended trading in the shares of Alhambra on October 22, 2002. An application was made to the TSXV to have trading in the shares of Alhambra reinstated, which occurred on October 31, 2002. On November 10, 2003, Alhambra entered into a settlement agreement with the BCSC resulting in the settlement of all issues between Alhambra and the BCSC under the aforesaid notice of hearing. In addition, the BCSC issued a Notice of Discontinuance, discontinuing similar proceedings against Stewart.

17. None of the directors, officers or controlling shareholders of the Applicant is or has been subject, 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 orders, or orders that denied access to any exemptions under applicable 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;

18. 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 hereof.

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 at Toronto, November 9th, 2007

"Jo-Anne Matear"
Assistant Manager, Corporate Finance
Ontario Securities Commission