Securities Law & Instruments

Headnote

Subsection 1(11)(b) -- Order that the issuer is a reporting issuer for the purposes of Ontario securities law -- Issuer is already a reporting issuer in Alberta, British Columbia and Quebec -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in Alberta, British Columbia and Quebec 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
PANGOLIN DIAMONDS CORP.

ORDER
(clause 1(11)(b))



UPON the application of Pangolin Diamonds 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 representing to the Commission as follows:

1. The Applicant was incorporated by Letters Patent under the provisions of the Québec Mining Companies Act on November 14, 1938 under the name "Continental Copper Mines, Limited." By Articles of Continuance dated December 1, 1995, the Applicant was continued under Part 1A of the Companies Act (Quebec) under the name "Resources Continental Ltée/Continental Resources Ltd.". The articles of the Applicant were amended by: (i) Certificate of Amendment dated July 16, 2004 to consolidate the authorized share capital of the Applicant on the basis of one new share for every 3 common shares then issued and outstanding and to change its name to "C2C Inc."; (ii) Certificate of Amendment dated February 14, 2008 to change its name to "Société Aurifère C2C Inc./C2C Gold Corporation Inc."; and (iii) Certificate of Amendment dated March 2, 2010 to consolidate the authorized share capital of the Applicant on the basis of one new share for every 10 common shares then issued and outstanding and to change its name to "Holding Clé d'Or Inc./Key Gold Holding Inc.". Effective as of January 19, 2013, the Applicant was continued into the Province of Ontario by Articles of Continuance. Finally, effective as of March 1, 2013, the Applicant amalgamated with Pangolin Diamonds Corp. by filing Articles of Amalgamation and changed its name to "Pangolin Diamonds Corp." in connection with a reverse take-over transaction pursuant to the policies of the TSX Venture Exchange.

2. The Applicant is a reporting issuer under the Securities Act (British Columbia) (the "BC Act") and the Securities Act (Québec) (the "Québec Act"). The Applicant has been a reporting issuer since October 1, 2002, and April 4, 1996 under the BC Act, and the Québec Act, respectively. The Applicant is also a reporting issuer under the Securities Act (Alberta) (the "Alberta Act"). As at the date hereof, the Applicant is not in default of any requirements under applicable securities laws. The Applicant is not currently a reporting issuer or the equivalent in any jurisdiction in Canada other than British Columbia, Québec and Alberta.

3. As of the date hereof, the Applicant is not on the list of defaulting issuers maintained pursuant to the BC Act, the Québec Act or the Alberta Act.

4. The continuous disclosure requirements contained in the BC Act, the Québec Act and the Alberta Act are substantially the same as the continuous disclosure requirements under the Act.

5. The materials filed by the Applicant under the BC Act, the Québec Act and the Alberta Act are available on the System for Electronic Document Analysis and Retrieval ("SEDAR"), with August 29, 1997 being the date of the first electronic filing on SEDAR by the Applicant.

6. The Applicant's registered and head office is currently located at 25 Adelaide Street East, Suite 1614, Toronto, Ontario, Canada, M5C 3A1. The Company's website address is www.pangolindiamondscorp.com.

7. The Applicant's common shares (the "Common Shares") are listed for trading on the TSXV under the symbol PAN. The Applicant is in good standing under the rules, regulations and policies of the TSXV.

8. As of the date hereof, the Applicant's authorized share capital consists of an unlimited number of Common Shares with no par value. As of the date hereof, there are 66,184,210 Common Shares issued and outstanding. The Applicant currently has 6,449,000 Common Share purchase warrants and 2,775,000 options exercisable for Common Shares outstanding.

9. 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, promptly make a bona fide application to the Commission to be deemed a reporting issuer in Ontario.

10. The Applicant has undertaken an assessment of its shareholders' base to determine whether or not the Applicant has a significant connection to Ontario. As a result of that assessment, the Applicant has determined that the Applicant has come to have a significant connection to Ontario in that it has registered and beneficial shareholders resident in Ontario who beneficially own more than 20% of the number of issued and outstanding common shares of the Applicant. More specifically, based on a geographical breakdown of shareholders received from the Applicant's transfer agent and dated May 3, 2013, Ontario residents beneficially own approximately 60% of the number of issued and outstanding common shares of the Applicant.

11. There have been no penalties or sanctions imposed against the Applicant by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority.

12. 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,

13. 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 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, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

14. 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: (i) 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 (ii) 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 in the case of Mr. Thomas A. Fenton, a former officer (from July 1, 2004 to June 15, 2005) and director (from December 9, 1999 to September 23, 2004) of Hip Interactive Corp. (TSX:HP) which was placed into receivership, by court appointment, on July 11, 2005. A management cease trade order was imposed on certain officers and directors, past and present, on July 11, 2005, for the corporation's failure to file its audited financial statements for its fiscal year ended March 31, 2005. Such statements were to be filed by June 30, 2005, but were not filed and thus a management cease trade order followed.

15. The Applicant advises that it is not on the defaulting list of the securities regulatory authority in each jurisdiction in which the Applicant is a reporting issuer or a reporting issuer equivalent.

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 this 30th day of May, 2013.

"Kathryn Daniels"
Deputy Director, Corporate Finance
Ontario Securities Commission