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

RED MILE MINERALS CORP.

(formerly Red Mile Capital Corp.)

ORDER

(clause 1(11)(b))

UPON the application of Red Mile Minerals Corp. (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 having represented to the Commission as follows:

1. The Applicant was incorporated under the laws of the Province of Alberta on May 31, 2007. The Applicant changed its name from Red Mile Capital Corp. to Red Mile Minerals Corp. on February 17, 2010.

2. The head office of the Applicant is located at Suite 2300 -- 1066 West Hastings Street, Vancouver, British Columbia V6E 3X2 and the registered office of the Applicant is located at 1000 -- 250 2nd Street SW, Calgary, Alberta, T2P 0C1.

3. The authorized share capital of the Applicant consists of an unlimited number of common shares (the Common Shares) and an unlimited number of preferred shares (the Preferred Shares).

4. As at April 27, 2010, 9,755,000 Common Shares and no Preferred Shares were issued and outstanding.

5. The Applicant is currently a reporting issuer in British Columbia and Alberta and has been a reporting issuer under the Securities Act (British Columbia) (the BC Act) and the Securities Act (Alberta) (the Alberta Act), since August 23, 2007. The Applicant is not currently a reporting issuer or the equivalent in any jurisdiction in Canada other than British Columbia and 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 continuous disclosure materials filed by the Applicant under the BC Act and the Alberta Act are available on the System for Electronic Document Analysis and Retrieval.

9. The Common Shares of the Applicant are listed and posted for trading on the TSX Venture Exchange (the TSX-V) under the symbol "RDM".

10. The Applicant is not in default of the rules, regulations or policies of the TSX-V.

11. On February 3, 2010, the Applicant completed a qualifying transaction (the Qualifying Transaction) as defined in Policy 2.4 of the TSX-V Corporate Finance Manual (the TSX-V Policies). In connection with the Qualifying Transaction, the Applicant issued to Russet Lake Resources Inc. (Russet) an aggregate 3,505,000 Common Shares as partial consideration for the assignment by Russet to the Applicant of all of Russet's interest in an option to acquire a 100% interest, subject to net smelter return royalties, in the Blue Quartz Mining Property, Ontario.

12. Russet is a corporation incorporated under the laws of the Province of Ontario whose head and registered office is located in the Province of Ontario.

13. The Applicant has a "significant connection to Ontario" (as such term is defined in Policy 1.1 of the TSX-V Policies), in that, as of the date of completion of the Qualifying Transaction, more than 20% of the Applicant's issued and outstanding Common Shares were owned by a registered and beneficial shareholder resident in Ontario, being Russet.

14. Pursuant to section 12.6 of Policy 2.4 of the TSX-V Policies, where the Applicant, upon completion of a Qualifying Transaction, is aware that it has a significant connection to Ontario, the Applicant is required to make application to the Commission to be deemed a reporting issuer in Ontario pursuant to section 18.2 of Policy 3.1 of the TSX-V Policies.

15. Neither the Applicant, nor any officer or director of the Applicant, nor, to the knowledge of the Applicant and the officers and directors of the Applicant, 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 or be considered important to a reasonable investor making an investment decision.

16. Neither the Applicant, nor any officer or director of the Applicant, nor, to the knowledge of the Applicant and the officers and directors of the Applicant, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been the 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, arrangement or compromises with creditors, or the appointment of a receiver, receiver manager or trustee, within the preceding 10 years.

17. Other than as disclosed below, no officer or director of the Applicant, nor, to the knowledge of the Applicant and the officers and directors of the Applicant, 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 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 other than John Pallot, a director of the Applicant, who was a director of Westward Explorations Ltd. (Westward), when Westward made a proposal in October 2006 to its creditors, pursuant to the provisions of the Bankruptcy and Insolvency Act (Canada), to resolve an outstanding re-assessment made by Revenue Canada in 2000 which arose in respect of a transaction that occurred in 1996 and in respect of which, in March, 2007, Westward obtained court approval to the proposal and the claims of creditors were settled.

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 9th day of June, 2010.

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