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

DIAGEM INTERNATIONAL RESOURCECORP.

 

ORDER

(Section 83.1(1) of the Act)

UPON the application of Diagem InternationalResource Corp. (the Issuer) to the Ontario Securities Commission(the Commission) for an order pursuant to subsection 83.1(1)of the Act deeming the Issuer to be a reporting issuer for thepurposes of Ontario securities law;

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

AND UPON the Issuer representing to theCommission as follows:

1. The Issuer was incorporated on November15, 1971 under the Company Act (British-Columbia).

2. The registered office of the Issuer islocated in Vancouver, British Columbia.

3. The Issuer has been a reporting issuerunder (i) the Securities Act (British Columbia) (theBC Act) since October 28, 1987, (ii) the Securities Act(Alberta) (the Alberta Act) since April 20, 2001 and (iii)the Securities Act (Québec) (the QuébecAct) since March 6, 2002. The Issuer is not in default ofany requirements of the BC Act, the Alberta Act or the QuébecAct.

4. The authorized share capital of the Issuerconsists of 200,000,000 common shares of which 146,743,946are issued and outstanding.

5. The common shares of the Issuer are currentlylisted and posted for trading on the TSX Venture Exchangeand the Issuer is in compliance with all requirements of theTSX Venture Exchange.

6. Upon the amalgamation under the CompanyAct (Québec) of Emerging Africa Gold (EAG) Inc.(EAG) and Diagem Resource (Québec) Inc., a wholly-ownedsubsidiary of the Issuer, all of the issued and outstandingcommon shares of EAG were exchanged for common shares of theIssuer on the basis of one share of the Issuer for each issuedshare of EAG and, as a result thereof, all of the shareholdersof EAG became shareholders of the Issuer and the common sharesof EAG were delisted from the TSX Venture Exchange.

7. EAG was a reporting issuer in Ontario priorto the Amalgamation, and the amalgamated corporation is areporting issuer under the Act. The Issuer did not becomea reporting issuer under the Act as a result of the Amalgamation.In a separate application to the Commission, the amalgamatedcorporation has applied to be deemed to have ceased to bea reporting issuer.

8. The Issuer has a significant connectionto Ontario in that approximately 64.9% of the Issuer's outstandingcommon shares are held by registered holders resident in Ontarioand two of the Issuer's seven directors are residents of Ontario.

9. The Issuer has complied with the continuousdisclosure requirements of the BC Act, the Alberta Act andthe Québec Act since October 28, 1987, April 20, 2001and March 6, 2002, respectively, which requirements are substantiallythe same as the requirements under the Act. The continuousdisclosure materials filed by the Issuer since July 9, 1997are available on the System for Electronic Document Analysisand Retrieval.

10. There have been no penalties or sanctionsimposed against the Issuer by a court relating to Canadiansecurities legislation or by a Canadian securities regulatoryauthority, and the Issuer has not entered into any settlementagreement with any Canadian securities regulatory authority.

11. Neither the Issuer nor any of its directorsor officers nor any of its controlling shareholders (i) hasbeen the subject of any penalties or sanctions imposed bya court relating to Canadian securities legislation or bya Canadian securities regulatory authority; (ii) has enteredinto a settlement agreement with a Canadian securities regulatoryauthority; or (iii) has 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.

12. Neither the Issuer nor any of its directorsor officers nor 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.

13. None of the directors or officers of theIssuer nor any of its controlling shareholders is or has beenat the time of such event a director or officer of any otherissuer which is or has been subject to (i) any cease tradeor similar orders, or orders that denied access to any exemptionsunder Ontario securities law, for a period of more than 30consecutive days, within the preceding 10 years; or (ii) anybankruptcy or insolvency proceedings, or other proceedings,arrangements or compromises with creditors, or the appointmentof a receiver, receiver-manager or trustee, within the preceding10 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 Issuer be deemed to be a reportingissuer for the purpose of Ontario securities laws.

July 15, 2003.

"Charlie MacCready"