Securities Law & Instruments

Headnote

Subsection 83.1(1) -- Company will be a reportingissuer in Alberta upon completion of amalgamation. Company tobe listed on the TSX Venture Exchange after execution of a QualifyingTransaction -- Company deemed to be a reporting issuer in Ontariofor the purposes of the Act as of the date the Exchange issuesa final Exchange bulletin evidencing final Exchange acceptanceof the Qualifying Transaction.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.ss. 83(1).

Policies Cited

Policy 12-602 - Deeming an Issuer from CertainOther Canadian Jurisdictions to be a Reporting Issuer in Ontario(2001) 24 OSCB 1531.

IN THE MATTER OF

THE SECURITIES ACT

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

AND

IN THE MATTER OF

NORTHERN SHIELD RESOURCESINC.

 

ORDER

(Subsection 83.1(1))

UPON the application of Northern ShieldResources Inc. ("Northern") for an Order pursuantto subsection 83.1(1) of the Act deeming Northern to be a reportingissuer for the purpose of Ontario Securities law;

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

AND UPON Northern representing to theCommission as follows:

1. Northern is an Ottawa-based mining explorationcorporation with properties in Ontario. Northern was incorporatedunder the Canada Business Corporations Act (the "CBCA")on December 10, 1999.

2. The authorized share capital of Northernconsists of an unlimited number of common shares (the "NorthernCommon Shares") and an unlimited number of Class "A"preferred shares, Class "B" preferred shares, Class"C" preferred shares and Class "D" preferredshares. As of March 25, 2003 there were 19,171,824 NorthernCommon Shares and no preferred shares were outstanding.

3. Northern is not a reporting issuer in anyjurisdiction and the Northern Common Shares are not listedfor trading on any exchange or trading system.

4. First Canadian Energy Ltd. ("FirstCanadian") is a Calgary-based capital pool company whichhas no current business or operations. First Canadian wasincorporated under the Business Corporations Act (Alberta)on February 7, 1996. As a condition of the completion of theAmalgamation (defined below), First Canadian will be continuedunder the CBCA.

5. The authorized share capital of First Canadianconsists of an unlimited number of common shares (the "FirstCanadian Common Shares"). As of March 25, 2003 therewere 3,400,000 First Canadian Common Shares outstanding.

6. First Canadian is a reporting issuer inAlberta and First Canadian Common Shares are currently notlisted for trading on any exchange or trading system. TheFirst Canadian Common Shares were listed on the TSX VentureExchange (the "Exchange") following First Canadian'sinitial public offering, but were subsequently delisted asFirst Canadian did not complete a Qualifying Transaction withinthe prescribed time period.

7. Northern and First Canadian entered intoan amalgamation agreement dated July 17, 2002 pursuant towhich Northern and First Canadian will amalgamate (the "Amalgamation"),subject to the approval of the shareholders of each of FirstCanadian and Northern, under Section 181 of the CBCA.

8. The Amalgamation is intended to constituteFirst Canadian's qualifying transaction ("QualifyingTransaction"), within the meaning of Policy 2.4 of theExchange relating to capital pool companies.

9. Pursuant to the Amalgamation each shareholder(other than registered shareholders who properly exercisetheir dissent rights in accordance with dissent procedures)will receive, as consideration for their Northern Common Sharesor First Canadian Common Shares, one common share ("AmalcoCommon Share") of the amalgamated corporation ("Amalco")for every one Northern Common Share and for every one FirstCanadian Common Share, respectively.

10. Upon completion of the Amalgamation, Northernwill have a significant connection to Ontario in that fifty-eightper cent of the total number of Northern's equity securitieswill be held by registered and beneficial shareholders residentin Ontario and that the mind and management of Northern islocated in Ontario.

11. Amalco will continue under the name NorthernShield Resources Inc.

12. Upon completion of the Amalgamation, Amalcowill be authorized to issue an unlimited number of commonshares and an unlimited number of preferred shares.

13. Subject to the final approval of the Exchange,Amalco Common Shares issued pursuant to the Amalgamation willbe listed and posted for trading on the Exchange. Amalco willbe a reporting issuer in both Alberta and British Columbiaonce Amalco Common Shares have been listed and posted fortrading on the Exchange.

14. Shareholders of Northern and shareholdersof First Canadian approved the Amalgamation on April 4, 2003.

15. The Exchange has conditionally approvedthe Qualifying Transaction.

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 Northern be deemed a reporting issuerfor the purposes of the Act as of the date the Exchange issuesa final Exchange bulletin evidencing final Exchange acceptanceof the Qualifying Transaction.

May 27, 2003.

"Iva Vranic"