Securities Law & Instruments

Headnote

Subsection 83.1(1) - issuer deemed to be a reportingissuer in Ontario - issuer has been a reporting issuer in Québecsince June 22, 1998, and in British Columbia and Alberta sinceOctober 1, 2001 - issuer listed and posted for trading on theTSX Venture Exchange - continuous disclosure requirements ofQuébec, British Columbia and Alberta substantially thesame to those of Ontario.

Statutes Cited

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

MATAMEC EXPLORATIONS INC.

 

ORDER

(Subsection 83.1(1) of theAct)

UPON the application of Matamec ExplorationsInc. ("Matamec") to the Ontario Securities Commission(the "Commission") for an order pursuant to subsection83.1(1) of the Act deeming Matamec to be a reporting issuerfor the purposes of Ontario securities law;

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

AND UPON Matamec representing to theCommission as follows:

1. Matamec was incorporated on July 9, 1997under the Company Act (Québec).

2. Matamec's head office is located at 1576,Sullivan Road, suite 2, Val-d'Or, Québec, J9P 1M3.

3. Matamec has been a reporting issuer underthe Securities Act (Québec) (the "QuébecAct") since June 22, 1998 following the receipt fromthe Commission des valeurs mobili(res du Québec ofMatamec's initial public offering prospectus.

4. Matamec became a reporting issuer underthe Securities Act (Alberta) (the "Alberta Act")and under the Securities Act (British Columbia) (the"BC Act") on October 1, 2001, following the transferof its shares from the Montreal Exchange Inc. ("ME")to the TSX Venture Exchange (formerly the Canadian VentureExchange) (the "TSX Venture").

5. From November 1997 to September 30, 2001,Matamec's common shares (the "Shares") were listedand posted for trading on the ME. Since October 1, 2001, Matamec'scommon shares have been listed and posted for trading on theTSX Venture.

6. Matamec is not in default of any requirementsof the Québec Act, the Alberta Act, the BC Act or TSXVenture.

7. Matamec is not a reporting issuer in Ontario,and is not a reporting issuer, or the equivalent, in any otherjurisdiction, except British Columbia, Alberta and Québec.

8. Matamec has a significant connection toOntario since, as of February 26, 2003, 13,336,615 Sharesor approximately 75.2% of the total number of issued and outstandingShares were registered in the name of residents of Ontario.

9. The continuous disclosure requirementsof the Québec Act, the BC Act and the Alberta Act aresubstantially the same as the continuous disclosure requirementsunder the Act.

10. The continuous disclosure materials filedby Matamec under the Québec Act, the Alberta Act andthe BC Act are available on the System for Electronic DocumentAnalysis and Retrieval ("SEDAR").

11. Other than Québec, Alberta andBritish Columbia, Matamec is not a reporting issuer or theequivalent under the securities legislation of any other jurisdictionin Canada.

12. The authorized share capital of Matamecconsists of an unlimited number of Shares, of which 17,724,709Shares were issued and outstanding as of February 26, 2003.

13. The Shares are listed and posted for tradingon TSX Venture under the symbol MAT.

14. Mr. Luc Lamarche, former Matamec president,entered into a settlement agreement with the Commission desvaleurs mobilières du Québec (the CVMQ) in May,2002. The settlement agreement related to certain chargesthat had been laid against Mr. Lamarche in connection withhis communication through an internet discussion group ofcurrent and future business activities of Matamec. Matamecdoes not intend to reintegrate Mr. Lamarche into its currentor future management team.

15. Matamec has not been subject to any penaltiesor sanctions imposed by a court relating to Canadian securitieslegislation or by a Canadian securities regulatory authority,and Matamec has not entered into any settlement agreementwith any Canadian securities regulatory authority.

16. With the exception of Luc Lamarche, neitherMatamec nor any of its officers, directors nor, to the knowledgeof Matamec, its officers and directors, any of its controllingshareholders, has: (i) been the subject of any penalties orsanctions imposed by a court relating to Canadian securitieslegislation or by a Canadian securities regulatory authority,(ii) entered into a settlement agreement with a Canadian securitiesregulatory authority, or (iii) been subject to any other penaltiesor sanctions imposed by a court or regulatory body that wouldbe likely to be considered important to a reasonable investormaking an investment decision.

17. With the exception of Luc Lamarche, neitherMatamec nor any of its officers, directors, nor to the knowledgeof Matamec, its officers and directors, any of its controllingshareholders, is or has been subject to: (i) any known ongoingor concluded investigations by: (a) a Canadian securitiesregulatory authority, or (b) a court or regulatory body, otherthan a Canadian securities regulatory authority, that wouldbe likely to be considered important to a reasonable investormaking an investment decision; or (ii) any bankruptcy or insolvencyproceedings, or other proceedings, arrangements or compromiseswith creditors, or the appointment of a receiver, receiver-manageror trustee, within the preceding 10 years.

18. With the exception of Luc Lamarche, noneof the officers or directors of Matamec, nor to the knowledgeof Matamec, its officers and directors, any of its controllingshareholders, is or has been at the time of such event anofficer or director of any other issuer which is or has beensubject to: (i) any cease trade or similar orders, or ordersthat denied access to any exemptions under Ontario securitieslaw, for a period of more than 30 consecutive days, withinthe preceding 10 years; or (ii) any bankruptcy or insolvencyproceedings, or other proceedings, arrangements or compromiseswith creditors, or the appointment of a receiver, receiver-manageror 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 Matamec be deemed a reporting issuerfor the purposes of the Act.

April 21, 2003.

"Iva Vranic"