Odyssey Resources Ltd. - s. 147

ORDER

WHEREAS Odyssey Resources Limited (the "Corporation") has applied to the Ontario Securities Commission (the "Commission") pursuant to section 147 of the Act (the "Application") for an order of the Commission exempting the Corporation from the requirements set forth in section 11.4 of Commission Policy 5.2 - Junior Natural Resource Issuers ("OSC Policy 5.2") which section 11.4 requires minimum net proceeds pursuant to a private placement of the Corporation of at least $0.20 per share;

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON it being represented to the Commission that:

1. The Corporation was incorporated by certificate of incorporation on December 20, 1994 under the Companies Act of Barbados. The Corporation is a reporting issuer in each of the provinces of Ontario, British Columbia and Alberta. The Corporation was not, as at January 22, 2001, on the list of defaulting issuers maintained pursuant to section 72(9) of the Act.

2. The authorized capital of the Corporation consists of an unlimited number of common shares (the "Common Shares"). As at January 12, 2001, 15,539,086 Common Shares were issued and outstanding. The Common Shares are listed for trading on the Canadian Venture Exchange Inc. (the "CDNX"). The Common Shares traded on the CDNX from October 1, 2000 through January 19, 2001 in a range from $0.03 to $0.08.

3. The Corporation intends to complete a private placement of units (the "Units") at a price of between $0.10 to $0.15 (the "Offering Price") per Unit (the "Offering"). Each Unit is comprised of one Common Share and one-half of one Common Share purchase warrant. Each whole Common Share purchase warrant is exercisable into one Common Share at a price of $0.20 per Common Share at any time prior to 5:00 p.m. (Toronto time) on the date that is one year following the date of issuance.

4. A minimum of 3,000,000 Units and a maximum of 6,667,000 Units are proposed to be issued for aggregate proceeds to the Corporation of between $300,000 to $1,000,000. More than 50% of the Units being sold are proposed to be purchased by placees who are at arm's length with the Corporation.

5. As at September 30, 2000, the Corporation had total current assets of US$17,351 and total current liabilities of US$97,429. The successful completion of the Offering will cause an increase in the working capital account of the Corporation. The Offering provides to the Corporation a means to recover from its recent negative financial circumstances.

6. The Offering Price is greater than the average market price of the Common Shares on the CDNX as evidenced by trades effected through the facilities of the CDNX from October 1, 2000 to January 21, 2001. An offering of Common Shares above $0.20 would have no reasonable expectation of success, based on the current trading averages of the Common Shares.

7. As the Common Shares are listed on the CDNX, the Corporation will be subject to the requirements set forth in the CDNX corporate finance manual.

8. OSC Policy 5.2 provides at section 11.4 that any private placement by a junior natural resource issuer much achieve minimum net proceeds to the issuer of at least $0.20.

9. The Corporation's proposed Offering price is $0.15 per Unit.

AND UPON the Commission being of the opinion that to do so would not be prejudicial to the public interest;

IT IS ORDERED , pursuant to subsection 147 of the Act, that the Corporation is exempt from the minimum net proceeds requirement in Section 11.4 of OSC Policy 5.2 in connection with the Offering provided, however, that the Offering is accepted by the CDNX.

February 6, 2001.

Margo Paul