Securities Law & Instruments

Headnote

Subsection 1(11)(b) -- Order that the issuer is a reporting issuer for the purposes of Ontario securities law -- Issuer already a reporting issuer in Alberta and British Columbia -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in Alberta and British Columbia substantially the same as those in Ontario -- Issuer has a significant connection to Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED

(the Act)

AND

IN THE MATTER OF

CRONUS RESOURCES LTD.

ORDER

(clause 1(11)(b))

UPON the application of Cronus Resources Ltd. (the Applicant) to the Ontario Securities Commission (the Commission) for an order pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission as follows:

1. The Applicant was incorporated under the laws of the Province of British Columbia under the name "Crest Resources Ltd." on July 2, 1986. The Applicant changed its name to "Sentinel Resources Ltd." on March 23, 1992, and again changed its name to "Ulysses International Resources Ltd." on August 30, 1995. By a Certificate of Continuance dated October 12, 1995, the Applicant was continued into Bermuda from the Province of British Columbia. The Applicant subsequently changed its name again to "Auric Resources Ltd." on April 23, 2001. By Articles of Continuance dated November 1, 2001, the Applicant was continued from Bermuda into the Yukon Territory and changed its name to "Lalo Ventures Ltd." By a Certificate of Continuance dated July 29, 2005, the Applicant continued from the Yukon Territory into the Province of British Columbia. The Applicant changed its name to "Sunrise Minerals Inc." on December 16, 2005 and once again changed its name to "Cronus Resources Ltd." on March 10, 2008. By Articles of Continuance dated November 23, 2009, the Applicant continued from the Province of British Columbia into the Province of Ontario.

2. The Applicant's head office is located at 1 University Avenue, Suite 401, Toronto, Ontario M5J 2P1.

3. The Applicant's registered office is located at 130 King Street West, Suite 2500, Toronto, Ontario M5X 1A9.

4. As of the date hereof, the Applicant's authorized share capital consists of an unlimited number of common shares (the Common Shares), of which 15,321,274 Common Shares are issued and outstanding. The Applicant has outstanding obligations to issue: (i) 4,453,750 Common Shares upon the exercise of 4,453,750 full common share purchase warrants; and (ii) 943,750 Common Shares upon the exercise of 943,750 common share purchase options.

5. The Applicant is currently a reporting issuer in Alberta and British Columbia and has been a reporting issuer under the Securities Act (Alberta) (the Alberta Act) since 1987 and the Securities Act (British Columbia) (the BC Act) since May 15, 1987.

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

7. 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 or the rules and regulations made thereunder.

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

9. The materials filed by the Applicant under the Alberta Act and the BC Act are available on the System for Electronic Document Analysis and Retrieval (SEDAR), with May 13, 1997 being the date of the first electronic filing on SEDAR by the Applicant.

10. The Applicant's Common Shares are listed and posted for trading on the TSX Venture Exchange (the TSXV) under the trading symbol "CZR". The Common Shares are not traded on any other stock exchange or trading or quotation system.

11. On October 9, 2009, the Applicant entered into an amended and restated letter of intent with Continental Gold Limited (Continental), an arm's length, privately-held Bermuda exploration company, pursuant to which the Applicant (or a subsidiary thereof) will amalgamate with Continental (the Proposed Amalgamation). The Applicant and Continental subsequently entered into a pre-amalgamation agreement on November 9, 2010. A special meeting of holders of the Applicant's Common Shares will be held on February 25, 2010 to consider the Proposed Amalgamation.

12. Trading of the Applicant's Common Shares was halted by the TSXV on October 9, 2009 in connection with the announcement of the Proposed Amalgamation. The halt was imposed in accordance with TSXV rules and policies.

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

14. 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.

15. Pursuant to the policies of the TSXV, the Applicant has undertaken an assessment of its shareholders base to determine whether or not the Applicant has a "significant connection to Ontario" as defined in the policies of the TSXV. As a result of that assessment, the Applicant has determined that the Applicant has come to have a significant connection to Ontario in that 13,770,509 Common Shares, representing approximately 90% of the Applicant's issued and outstanding Common Shares, are held directly or indirectly by residents of Ontario.

16. Neither the Applicant, nor any of its officers, directors, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, 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 be likely to be considered important to a reasonable investor making an investment decision.

17. Neither the Applicant, nor any of its officers, directors, nor to the knowledge of the Applicant and its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has 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.

18. Neither any of the officers or directors of the Applicant, nor, to the knowledge of the Applicant and its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, 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 order 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.

19. The Applicant will remit all participation fees due and payable by it pursuant to Ontario Securities 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 granting this Order would not be prejudicial to the public interest;

IT IS HEREBY 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 this 1st day of February, 2010.

"Michael Brown"
Assistant Manager, Corporate Finance
Ontario Securities Commission