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

DURAN VENTURES INC.

ORDER

(clause 1(11)(b))

UPON the application of Duran Ventures Inc. (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 is a company governed by the Canada Business Corporations Act (the "CBCA").

2. The Applicant was incorporated under the Company Act (British Columbia) on March 5, 1997 and was continued under the CBCA on October 30, 2008.

3. The head office of the Applicant is located at 87 Front Street East, 2nd Floor, Toronto, ON M5E 1B8. The registered office of the Applicant is located at 350 Wellington Street West, Suite G-19, Toronto, ON M5V 3W9.

4. The authorized capital of the Applicant consists of an unlimited number of common shares of which 117,520,958 common shares are issued and outstanding and 100,000,000 preferred shares, of which none are issued and outstanding. An aggregate of 10,647,500 common shares of the Applicant are also reserved for issuance on the exercise of warrants granted by the Applicant. A further aggregate of 7,342,500 common shares of the Applicant are also reserved for issuance on the exercise of stock options granted by the Applicant.

5. The Applicant became a reporting issuer under theSecurities Act (Alberta) (the Alberta Act) and the Securities Act (British Columbia) (the BC Act) on April 29, 1999.

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

7. The Applicant's common shares are listed on the TSX Venture Exchange (the TSX-V) and currently trade under the trading symbol "DRV".

8. The Applicant is not on the list of defaulting reporting issuers maintained pursuant to the Alberta Act and the BC Act and, to the best of its knowledge, is not in default of any requirement of either the Alberta Act or the BC Act or the rules and regulations made thereunder.

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

10. The continuous disclosure materials filed by the Applicant under the Alberta Act and the BC Act are available on the System for Electronic Document Analysis and Retrieval.

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

12. Pursuant to the policies of the TSX-V, a listed-issuer, which is not otherwise a reporting issuer in Ontario, must assess whether it has a "significant connection to Ontario" (as defined in the policies of the TSX-V) and, upon becoming aware that it has a significant connection to Ontario, promptly make a bona fide application to the Commission to be deemed a reporting issuer in Ontario.

13. The Applicant has determined that it has a "significant connection to Ontario" as its mind and management are principally located in Toronto, Ontario and reasonably believes that beneficial shareholders of the Applicant resident in Ontario own in excess of 10% of the issued and outstanding shares of the Applicant.

14. While the Applicant is not aware of the number of beneficial shareholders resident in the Province of Ontario, the Applicant has 49 registered shareholders resident in the Province of Ontario, including CDS & Co., which hold an aggregate of 111,154,769 common shares, representing approximately 95% of the issued and outstanding shares of the Applicant. Not including CDS & Co., the Applicant has registered shareholders resident in Ontario which hold an aggregate of 8,037,766 common shares, representing approximately 7% of the issued and outstanding common shares of the Applicant. As such, the Applicant reasonably believes that beneficial shareholders of the Applicant resident in Ontario own in excess of 20% of the issued and outstanding shares of the Corporation.

15. Neither the Applicant nor any of its officers, directors, nor, to the knowledge of the Applicant or its directors or officers, 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 the 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.

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, is or has been subject to:

(a) any known or ongoing or concluded investigations by:

(i) a Canadian securities regulatory authority; or

(ii) a court or regulatory body, other than the 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.

17. Other than set forth below in paragraph 18 of this Order, neither any of the officers or directors of the Applicant, 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, 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 appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

18. The statement in paragraph 17, is qualified by the following disclosure:

(a) Mr. Daniel Hamilton, Chief Financial Officer of Duran was the Chief Financial Officer of McLaren Resources Inc. ("McLaren") during which time McLaren was subject to a cease trade order imposed by the Ontario Securities Commission on February 4, 2009 for the failure of McLaren to file its audited annual financial statements and related MD&A for the year ended September 30, 2008. Mr. Hamilton resigned as the Chief Financial Officer of McLaren on March 16, 2009. The cease trade order against McLaren was subsequently revoked on December 22, 2009.

AND UPON the Commission being satisfied that granting this Order 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, this 2nd day of December, 2010.

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