Securities Law & Instruments

Headnote

Issuer has one security holder - issuer deemedto have ceased to be reporting issuer under the Act.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.,s. 83.

IN THE MATTER OF

THE SECURITIES ACT, R.S.O.1990,CHAPTER S.5,

AS AMENDED (THE ACT)

AND

IN THE MATTER OF

DIAGEM RESOURCE (QUÉBEC)INC.

 

ORDER

(Section 83 of the Act)

UPON the application of Diagem Resource(Québec) Inc. (Diagem Québec) to the Ontario SecuritiesCommission (the Commission) for an order under Section 83 ofthe Act deeming Diagem Québec to have ceased to be areporting issuer under the Act;

AND UPON it being represented by DiagemQuébec to the Commission that:

1. Diagem Québec is the company resultingfrom the amalgamation (the Amalgamation) under the CompaniesAct (Québec) on May 31, 2002 of Emerging AfricaGold (EAG) Inc. (EAG) and Diagem Resource (Québec)Inc. (Subco), a wholly-owned subsidiary of Diagem InternationalResource Corp. (Diagem).

2. The head office of Diagem (Québec)is located in Montréal, Québec.

3. EAG was a reporting issuer in Ontario atthe time of the Amalgamation and, as a result of the Amalgamation,Diagem (Québec) became a reporting issuer in Ontario.

4. Upon the Amalgamation: (i) all of the issuedcommon shares of EAG were exchanged for common shares of Diagemon the basis of one common share of Diagem for each issuedcommon share of EAG; (ii) all of the issued common sharesof Subco were converted into common shares of Diagem (Québec);and (iii) as a consideration for the shares of Diagem issuedto the shareholders of EAG, a number of common shares of DiagemQuébec equal to the number of shares of Diagem issuedto the shareholders of EAG were issued to Diagem.

5. As a result of the Amalgamation and theabove-described share exchange and share conversion, all ofthe former shareholders of EAG became shareholders of Diagemand all of the issued shares of Diagem (Québec) areowned by Diagem.

6. Other than the shares owned by Diagem,Diagem (Québec) has no other securities, includingdebt securities, outstanding.

7. Diagem Québec does not intend toseek public financing by way of an offering of its securities.

8. The common shares of EAG have been delistedfrom the TSX Venture Exchange and no securities of DiagemQuébec are listed or quoted on any market or exchange.

9. Diagem Québec is not in defaultof the securities legislation of Ontario, other than its failureto file continuous disclosure documents following the Amalgamation.

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

IT IS HEREBY ORDERED pursuant to Section83 of the Act that Diagem (Québec) is deemed to haveceased to be a reporting issuer under the Act.

July 4, 2003.

"Robert W. Korthals"
"H. Lorne Morphy"