Securities Law & Instruments

Headnote

Reporting issuer in Alberta, British Columbiaand Quebec that is listed on TSX Venture Exchange deemed tobe a reporting issuer for the purposes of Ontario securitieslaw.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.,s. 83.1(1).

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, CHAPTER S.5,AS AMENDED (the Act)

AND

IN THE MATTER OF

GREENSHIELD RESOURCES LTD.

 

ORDER

(Subsection 83.1(1))

UPON the application of Greenshield ResourcesLtd. (the Company) to the Ontario Securities Commission (theCommission) for an order pursuant to subsection 83.1(1) of theAct deeming the Company to be a reporting issuer for the purposesof Ontario securities law;

AND UPON considering the applicationand the recommendation of the staff of the Commission;

AND UPON the Company representing tothe Commission as follows:

1. The Company was incorporated under theBusiness Corporations Act (Ontario) on October 15, 2001.

2. The principal and head office of the Companyis located at Suite 306, 2 Toronto Street, Toronto, Ontario,M5C 2B6.

3. The authorized capital of the Company consistsof an unlimited number of common shares of which 30,117,728common shares are issued and outstanding as at January 17,2003.

4. The Company has a significant connectionto Ontario as all of its directors and officers are residentin Ontario, and 29,951,096 common shares of the Company orapproximately 99.45% of the total issued common shares ofthe Company are registered to residents of Ontario, whoselast address on the Company's register of shareholders wasin Ontario, as at January 7, 2003.

5. Upon the exchange of all of the outstandingcommon shares of Greenshield Resources Inc. (Greenshield)for common shares of the Company on November 11, 2002, pursuantto an amalgamation (the Amalgamation), the Company becamea reporting issuer under the Securities Act (Alberta) (theAlberta Act), the Securities Act (British Columbia) (the BCAct) and the Securities Act (Quebec) (the Quebec Act).

6. Greenshield was a reporting issuer underthe Act prior to the Amalgamation and remains a reportingissuer under the Act subsequent to the Amalgamation. The Companydid not become a reporting issuer under the Act by virtueof the Amalgamation. In a separate application to the Commission,Greenshield has applied to be deemed to have ceased to bea reporting issuer.

7. As a result of the Amalgamation, the formerholders of common shares of Greenshield acquired 60.0% ofthe issued and outstanding common shares of the Company. Asa result of the Amalgamation, the Company currently owns allof the issued and outstanding securities of Greenshield.

8. The Company is not in default of any requirementsof the BC Act, Alberta Act and Quebec Act.

9. The Company is not a reporting issuer inOntario, and is not a reporting issuer, or equivalent, inany other jurisdiction, except British Columbia, Alberta andQuebec.

10. The continuous disclosure requirementsof the BC Act, the Alberta Act and the Quebec Act are substantiallythe same as the requirements under the Act.

11. The continuous disclosure materials filedby the Company under the Alberta Act, the BC Act and the QuebecAct since November 11, 2002 are available on the System forElectronic Document Analysis and Retrieval.

12. The common shares of the Company are listedon the TSX Venture Exchange (the TSX-V), and the Company isin compliance with all requirements of the TSX-V.

13. The Company is not designated a capitalpool company under the policies of the TSX-V.

14. The Company has not been subject to anypenalties or sanctions imposed against the Company by a courtrelating to Canadian securities legislation or by a Canadiansecurities regulatory authority, and has not entered intoany settlement agreement with any Canadian securities regulatoryauthority.

15. Neither the Company nor any of its officers,directors nor, to the knowledge of the Company, its officersand directors, any of its controlling shareholders, has: (i)been the subject of any penalties or sanctions imposed bya court relating to Canadian securities legislation or bya Canadian securities regulatory authority, (ii) entered intoa settlement agreement with a Canadian securities regulatoryauthority, or (iii) been subject to any other penalties orsanctions imposed by a court or regulatory body that wouldbe likely to be considered important to a reasonable investormaking an investment decision.

16. Neither the Company nor any of its officers,directors, nor to the knowledge of the Company, its officersand directors, any of its controlling shareholders, is orhas been subject to: (i) any known ongoing or concluded investigationsby: (a) a Canadian securities regulatory authority, or (b)a court or regulatory body, other than a Canadian securitiesregulatory authority, that would be likely to be consideredimportant to a reasonable investor making an investment decision;or (ii) any bankruptcy or insolvency proceedings, or otherproceedings, arrangements or compromises with creditors, orthe appointment of a receiver, receiver-manager or trustee,within the preceding 10 years.

17. None of the officers or directors of theCompany, nor to the knowledge of the Company, its officersand directors, any of its controlling shareholders, is orhas been at the time of such event an officer or directorof any other issuer which is or has been subject to: (i) anycease trade or similar orders, or orders that denied accessto any exemptions under Ontario securities law, for a periodof more than 30 consecutive days, within the preceding 10years; or (ii) any bankruptcy or insolvency proceedings, orother proceedings, arrangements or compromises with creditors,or the appointment of a receiver, receiver-manager or trustee,within the preceding 10 years.

AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to subsection83.1(1) of the Act that the Company be deemed to be a reportingissuer for the purposes of Ontario securities law.

February 17, 2003.

"John Hughes"