Procon Mining Holdings Ltd.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Application for an order that the filer is not a reporting issuer under applicable securities laws -- Requested relief granted.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).

CSA Staff Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer.

June 28, 2011

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA AND ONTARIO

(the Jurisdictions)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

PROCON MINING HOLDINGS LTD.

(the Filer)

DECISION

Background

1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) that the Filer is not a reporting issuer in the Jurisdictions (the Exemptive Relief Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a coordinated review application):

(a) the British Columbia Securities Commission is the principal regulator for this application; and

(b) the decision is the decision of the principal regulator and evidences the decision of each other Decision Maker.

Interpretation

2 Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.

Representations

3 This decision is based on the following facts represented by the Filer:

1. on June 24, 2011, 0373849 B.C. Ltd., a reporting issuer in British Columbia, Alberta and Ontario, completed an amalgamation (the Amalgamation) with Procon Acquisitionco Ltd. under the Business Corporations Act (British Columbia);

2. the Filer is the continuing company pursuant to the Amalgamation and as a result became a reporting issuer in British Columbia, Alberta and Ontario;

3. the head office of the Filer is located at Suite 108, 4664 Lougheed Highway, Burnaby, British Columbia;

4. as a result of the Amalgamation, Procon Mining and Tunnelling Ltd. is the sole holder of all of the Filer's outstanding securities and all of the outstanding securities of the Filer are beneficially owned, directly or indirectly, by fewer than 15 security holders in each of the Jurisdictions and fewer than 51 security holders in total in Canada;

5. no securities of the Filer are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation;

6. the Filer has applied for a decision that it is not a reporting issuer in all of the Jurisdictions in which it is currently a reporting issuer;

7. the Filer is not in default of any of its obligations under the Legislation as a reporting issuer;

8. the Filer did not voluntarily surrender its status as a reporting issuer in British Columbia under British Columbia Instrument 11-502 Voluntary Surrender of Reporting Issuer Status in order to avoid the minimum 10 day waiting period under such instrument; and

9. the Filer did not use the simplified procedure under CSA Notice 12-307 Applications for a Decision that an Issuer is not a Reporting Issuer because it is a reporting issuer in British Columbia.

Decision

4 Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemptive Relief Sought is granted.