Securities Law & Instruments

Headnote

Reporting issuer in Alberta and British Columbiathat is listed on TSX Venture Exchange deemed to be a reportingissuer for the purposes of Ontario securities law.

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

MOSAIC MAPPING CORPORATION

 

ORDER

(Subsection 83.1(1))

UPON the application of Mosaic MappingCorporation (the "Company") for an order pursuantto subsection 83.1(1) of the Act deeming the Company to be areporting issuer for the purposes of 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 (Alberta) as LondonderrieTrail Inc. ("Londonderrie") on November 6, 2000.Shareholders approved the changing of the name of the Companyto Mosaic Mapping Corporation on September 16, 2002.

2. The head office of the Company is locatedat 89 Auriga Drive, Ottawa, Ontario, K2E 7Z2.

3. The Company currently has 19,354,997 issuedand outstanding common shares.

4. The Company is a reporting issuer underthe Securities Act (Alberta) (the "Alberta Act")and the Securities Act (British Columbia) (the "B.C.Act").

5. The Company is not in default of any ofthe requirements under the Alberta Act or the B.C. Act.

6. The common shares of the Company are listedon the TSX Venture Exchange (formerly, the Canadian VentureExchange) and the Company is in compliance with all requirementsof the TSX Venture Exchange.

7. The Company is not a reporting issuer inOntario, and is not a reporting issuer, or the equivalent,in any other jurisdiction, except those listed in paragraph4.

8. The Company has a significant connectionto Ontario for the reasons that:

i. The Company's head office is locatedin Ottawa, Ontario.

ii. Approximately 72% of the Company's issuedand outstanding common shares are registered in the namesof individuals and corporations (not including intermediaries)resident in Ontario.

iii. Three of the Company's four directorsreside in Ontario.

iv. Each of the Company's executive officersresides in Ontario.

9. The continuous disclosure requirementsof the Alberta Act and the B.C. Act are substantially thesame as the requirements under Ontario securities law.

10. The continuous disclosure materials filedby the company under the Alberta Act and the B.C. Act arecomparable to the materials that would have been filed inOntario had the Company been a reporting issuer in Ontario

11. The continuous disclosure materials filedby the Company under the Alberta Act and the B.C. Act areavailable on the System for Electronic Document Analysis andRetrieval.

12. 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.

13. 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 Canadian securities regulatory authority or a court orregulatory body, other than a Canadian securities regulatoryauthority, that would be likely to be considered importantto a reasonable investor making an investment decision; or(ii) any bankruptcy or insolvency proceedings, or other proceedings,arrangements or compromises with creditors, or the appointmentof a receiver, receiver-manager or trustee, within the preceding10 years.

14. 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 an officer or director of any other issuer whichis or has been subject to: (i) any cease trade or similarorders, or orders that denied access to any exemptions underOntario securities law, for a period of more than 30 consecutivedays, within the preceding 10 years; or (ii) any bankruptcyor insolvency proceedings, or other proceedings, arrangementsor 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 HEREBY ORDERED pursuant to subsection83.1(1) of the Act that the Company be deemed a reporting issuerfor the purposes of Ontario securities law.

March 28, 2003.

"John Hughes"