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

BARKERVILLE GOLD MINES LTD.

(formerly International Wayside Gold Mines Ltd.)

ORDER

(clause 1(11)(b))

UPON the application of Barkerville Gold Mines Ltd. (the Applicant) to the Ontario Securities Commission (the Commission) 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 recommendation of the staff of the Commission;

AND UPON the Applicant representing to the Commission as follows:

1. The Applicant was incorporated under the laws of the Province of British Columbia on February 12, 1970. The Applicant changed its name from International Wayside Gold Mines Ltd. to Barkerville Gold Mines Ltd. effective January 20, 2010.

2. The head office of the Applicant is located at 15th Floor -- 675 West Hastings Street, Vancouver, British Columbia V6B 1N2 and the registered office of the Applicant is located at 300 -- 576 Seymour Street, Vancouver, British Columbia V6B 3K1.

3. The authorized capital of the Applicant consists of an unlimited number of common shares.

4. As at February 4, 2010, 56,266,568 common shares of the Applicant were issued and outstanding.

5. The Applicant has been a reporting issuer under the Securities Act (British Columbia) (the BC Act) since January 5, 1979 and is a reporting issuer under the Securities Act (Alberta) (the Alberta Act) and has been making filings with the Alberta Securities Commission since November 2, 2005. The Applicant is not a reporting issuer or the equivalent in any jurisdiction in Canada other than British Columbia or Alberta.

6. The Applicant is not on the list of defaulting reporting issuers maintained pursuant to the BC Act or the Alberta Act and is not in default of any of its obligations under the BC Act or the Alberta Act or the rules and regulations made thereunder.

7. The continuous disclosure materials filed by the Applicant under the requirements of the BC Act and the Alberta Act are substantially the same as the continuous disclosure requirements under the Act.

8. The common shares of the Applicant are listed and posted for trading on the TSX Venture Exchange (the Exchange) under the symbol "BGM".

9. The Applicant is not in default of the rules, regulations or policies of the Exchange.

10. The Exchange requires all of its listed issuers, which are not otherwise reporting issuers in Ontario, to assess whether they have a significant connection with Ontario, as defined in Policy 1.1 of the TSX Venture Exchange Corporate Finance manual, and, upon first becoming aware that it has a significant connection to Ontario, to promptly make a bona fide application to the Ontario Securities Commission to be deemed a reporting issuer in Ontario.

11. The Applicant has a significant connection to Ontario since more than 20% of the total number of equity securities of the Applicant are owned by registered and beneficial shareholders resident in Ontario.

12. The Applicant does not have a shareholder which holds sufficient securities of the Applicant to affect materially the control of the Applicant.

13. Neither the Applicant, nor any of its officers, directors, nor, to the knowledge of the Applicant and its officers or directors, has:

(a) been subject to 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 to be considered important to a reasonable investor making an investment decision.

14. Neither the Applicant, nor any of its officers, directors, nor, to the knowledge of the Applicant and its officers or directors, is or has been the subject of:

(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 decisions; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangement or compromises with creditors, or the appointment of a receiver, receiver manager or trustee, within the preceding 10 years.

15. Other than as disclosed below, neither any of the officers or directors of the Applicant, nor, to the knowledge of the Applicant and its officers and directors, 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 orders, or orders 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.

16. Craig D. Thomas, a director of the Applicant, is and was a director of Anglo-Andean Exploration Inc., a reporting issuer that had cease trade orders issued by the British Columbia Securities Commission (the BCSC) on February 16, 2002 and the Alberta Securities Commission (the ASC) on October 26, 2001 for the failure to file financial statements; a director of Rystar Communications Ltd., a reporting issuer that had cease trade orders issued by the BCSC on January 22, 2001 and the ASC on December 22, 2000 for the failure to file financial statements; a director of Terramin Mining Inc., a reporting issuer that had cease trade orders issued by the BCSC on May 29, 2001 and the ASC on July 26, 2001 for the failure to file financial statements; a director and President of Golden Raven Resources Ltd., a reporting issuer that had cease trade orders issued by the BCSC on August 23, 2006 and the ASC on September 13, 2006; a director of West Coast Forest Products Ltd., a reporting issuer that had cease trade orders issued by the BCSC on September 6, 2005, the Commission on October 7, 2005 and the ASC on December 15, 2005 for the failure to file financial statements; and a director of Maxxcapp Corporation, a reporting issuer that had cease trade orders issued by the BCSC on May 9, 2007 and the ASC on August 24, 2007 for the failure to file financial statements. The cease trade orders mentioned above are still in effect and Anglo-Andean Exploration Inc., Rystar Communications Ltd., Terramin Mining Inc. and Golden Raven Resources Ltd. have since been delisted.

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 at Toronto this 2nd day of March, 2010.

"Jo-Anne Matear"
Assistant Manager, Corporate Finance