Securities Law & Instruments

Headnote

Order to vary a cease trade order under subsection 144(1) of the Act -- cease trade order varied to permit beneficial shareholder, who is not an insider or control person, to sell securities through the Australian Stock Exchange or the London Stock Exchange, subject to conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144.


IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED
(the Act)

AND

IN THE MATTER OF
MEDUSA MINING LIMITED

ORDER
(Subsection 144(1) of the Act)



WHEREAS on February 8, 2013, as a result of Medusa Mining Limited (the Company) failing to file: (a) audited annual financial statements for the year ended June 30, 2012; (b) management's discussion and analysis relating to the audited annual financial statements for the year ended June 30, 2012; and (c) certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, the Ontario Securities Commission (the OSC) ordered, pursuant to paragraph 2 of subsection 127(1) of the Act that, effective immediately, all trading in the securities of the Company, whether direct or indirect, shall cease until further order by the Director (the CTO).

AND WHEREAS on October 25, 2012 the Company applied to the OSC for a relieving order under subclause 1(10)(a)(ii) of the Act that the Company is no longer a reporting issuer in the province of Ontario (the Application);

AND WHEREAS the Company represented in the Application that it became a reporting issuer in Ontario on November 27, 2009 upon the listing of its ordinary shares on the Toronto Stock Exchange (TSX);

AND WHEREAS the Company represented in the Application that it was a reporting issuer under the Act and was not a reporting issuer or equivalent under the securities legislation of any other jurisdiction in Canada.

AND WHEREAS the Company represented in the Application that the Company's ordinary shares were voluntarily delisted from the TSX on June 17, 2011;

AND WHEREAS the Company represented in the Application that residents of Canada did not: (i) directly or indirectly beneficially own more than 2% of each class or series of outstanding securities (including debt securities) of the Company worldwide, and (ii) directly or indirectly, comprise more than 2% of the total number of securityholders of the Company worldwide.

AND WHEREAS the Company's ordinary shares continue to be listed for trading on the Australian Stock Exchange (ASX) and the London Stock Exchange (LSE).

AND WHEREAS the Executive Director has made an application pursuant to subsection 144(1) of the Act for an order to vary the CTO to allow a beneficial shareholder of the Company, who is not, and was not at the date of the CTO, an insider or control person of the Company, to sell securities of the Company, subject to certain conditions.

AND UPON the OSC being satisfied that:

(a) the terms and conditions to the CTO put Canadian shareholders at a disadvantage relative to non-Canadian shareholders who are free to trade their shares on either of the ASX or the LSE; and

(b) it is not prejudicial to the public interest to vary the CTO pursuant to subsection 144(1) of the Act.

IT IS ORDERED that, pursuant to subsection 144(1) of the Act, the CTO be varied by including the following paragraph:

DESPITE THIS ORDER, a beneficial shareholder of Medusa Mining Limited who is not, and was not at the date of this order, an insider or control person of Medusa Mining Limited, may sell securities of Medusa Mining Limited acquired before the date of this order, if:

1. the sale is made through the Australian Stock Exchange or the London Stock Exchange;

2. the sale is made through an investment dealer registered in Ontario; and

3. the investment dealer maintains a record of the details of the sales made under this provision.

DATED this 21st day of June 2013.

"Huston Loke"
Director, Corporate Finance