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
BAYFIELD VENTURES CORP.

ORDER
(paragraph 1(11)(b))



UPON the application of Bayfield Ventures Corp. (the "Applicant") to the Ontario Securities Commission (the "Commission") for an order pursuant to paragraph 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 recommendations of the staff of the Commission;

AND UPON the Applicant's representing to the Commission as follows:

1. The Applicant was incorporated under the laws of the Province of British Columbia under the name, "Bakra Resources Ltd." in December 8, 1986. The Applicant changed its name from Bakra Resources Ltd. to North Point Resources Ltd. effective June 14, 1994. The Applicant changed its name from North Point Resources Ltd. to Glacier Resources Ltd. effective November 2, 1998. The Applicant change its name from Glacier Resources Ltd. to Bayfield Ventures Corp. effective May 18, 2001.

2. The Applicant's head office is located at Suite 2230 -- 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8.

3. The Applicant's registered office is located at Suite 1710 -- 1177 West Hastings Street, Vancouver, British Columbia, V6E 2L3.

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 74,128,396 Common Shares are issued and outstanding. The Applicant has outstanding obligations to issue: (i) 9,884,848 Common Shares upon the exercise of 9,884,848 outstanding common share purchase warrants; and (ii) 7,411,509 Common Shares upon the exercise of 7,411,509 outstanding common share purchase options.

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

6. 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 November 26, 1999 and the Securities Act (British Columbia) (the "BC Act") since May 10, 1988.

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

8. As of the date hereof, the Applicant is not on the list of defaulting issuers maintained pursuant to the Alberta Act or the BC Act and is not in default of any of its obligations under the Alberta Act or the BC Act or the rules and regulations made thereunder.

9. 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.

10. 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 July 29, 1997, being the date of the first electronic filing on SEDAR by the Applicant.

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

12. Pursuant to the policies of the TSXV, 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 TSXV) and upon becoming aware that it has a significant connection to Ontario, the issuer must promptly make a bona fide application to the Commission to be deemed a reporting issuer in Ontario.

13. Pursuant to the policies of the TSXV, the Applicant has undertaken an assessment of its shareholder 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 20,584,920 Common Shares representing 27% of the Applicant's issued and outstanding Common Shares are beneficially held directly or indirectly by residents of Ontario.

14. 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.

15. To the knowledge of the Applicant, 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:

(i) a Canadian securities regulatory authority; or

(ii) 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.

16. 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 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.

17. 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 paragraph 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.

DATED at Toronto, this 5th day of April, 2013.

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