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

TRUECLAIM EXPLORATION INC.

 

ORDER

(Clause 1(11)(b))

UPON the application of Trueclaim Exploration Inc. (the Applicant) to the Ontario Securities Commission (the Commission) for an order pursuant to clause 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 representing to the Commission as follows:

1. The Applicant was incorporated on May 17, 2006 pursuant to the Business Corporations Act (British Columbia).

2. The Applicant's head office is located at 96 Hagerman Crescent, St. Thomas, Ontario N5R 6K3. The Applicant's registered office is located at Suite 3350, 1055 Dunsmuir Street, Vancouver, British Columbia V7X 1L2.

3. The Applicant completed a qualifying transaction on December 18, 2008 (the Qualifying Transaction), whereby the Applicant acquired Trueclaim Resources Inc. (Trueclaim), an Ontario corporation, pursuant to the terms of an arrangement agreement between the Applicant, Trueclaim and 7048955 Canada Inc., a wholly-owned subsidiary of the Applicant.

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 16,689,454 Common Shares are issued and outstanding. The Applicant has outstanding obligations to issue: (i) 3,556,877 Common Shares upon the exercise of 3,556,877 outstanding common share purchase warrants (Warrants); and (ii) 1,384,500 Common Shares upon the exercise of 1,384,500 outstanding common share purchase options (Options).

5. The Applicant's Common Shares have been listed and posted for trading on the TSX Venture Exchange (the TSXV) since March 30, 2007 and are currently trading under the trading symbol "TRM". 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) and the Securities Act (British Columbia) (the BC Act) since March 9, 2007.

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 reporting issuers maintained pursuant to the Alberta Act or the BC Act and to the best of its knowledge is not in default of any of its obligations under the Alberta Act or the BC Act.

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 December 15, 2006 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, the Applicant is required to make an application to become a reporting issuer in Ontario upon determining that the Applicant has a significant connection to Ontario.

13. Since the closing of the Qualifying Transaction, the Applicant has come to have a significant connection to Ontario in that:

(a) as of the closing of the Qualifying Transaction, more than 50% of the Applicant's issued and outstanding Common Shares were held directly or indirectly by residents of Ontario;

(b) since the closing of the Qualifying Transaction, the head office of the Applicant has been relocated from British Columbia to Ontario;

(c) two members of the board of directors of the Applicant are residents of Ontario; and

(d) the newly appointed President, Chief Financial Officer and Corporate Secretary are each a resident 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. 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.

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,

other than Eric Plexman, the President and a director of the Applicant, and Luard Manning, a director of the Applicant. Mr. Plexman was formerly a director, a Vice-President and the Secretary of Canmine Resources Corporation (Canmine) and Mr. Manning was formerly a director of Canmine. Canmine was a cobalt chemical refining company also engaged in mineral exploration and development that was listed on the Toronto Stock Exchange. Canmine was placed under CCAA protection during 2002 at a historical low in cobalt prices. Mr. Plexman and Mr. Manning both resigned in February, 2003. Canmine was subsequently placed into receivership and liquidated.

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 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 24th day of April, 2009.

"Jo-Anne Matear"
Corporate Finance Branch