Securities Law & Instruments

Headnote

Subsection 6.1 of OSC Rule 13-502 Fees - exemptionfrom the fees otherwise due on the application for an orderpursuant to section 83.1 of the Securities Act that an issuerbe deemed to be a reporting issuer for the purposes of Ontariosecurities law, where the application had originally been madeprior to Rule 13-502 coming into force.

Rules Cited

Ontario Securities Commission Rule 13-502 -Fees, (2003) 26 OSCB 891.

BY FAX

July 2, 2003

Colby, Monet, Demers, Delage & Crevier
Tour McGill College
Suite 2900
Montreal, Quebec
H3A 3M8

Attention: Monique Dionne

Dear Sirs/Mesdames:

Re:
Diagem International Resource Corp.
Application for Exemptive Reliefunder OSC Rule 13-502 - Fees (Rule 13-502)
Application No. 268/03

By letter dated May 1, 2003 (the Application),you applied to the Ontario Securities Commission (the Commission)on behalf of Diagem International Resource Corp. (Diagem) foran exemption pursuant to section 6.1 of Rule 13-502 from theactivity fee payable under Rule 13-502 in connection with theapplication by Diagem for an order pursuant to section 83.1of the Securities Act (Ontario) (the Act) that Diagembe deemed to be a reporting issuer for the purposes of Ontariosecurities law.

Under item E (3) of Appendix C to Rule 13-502,an activity fee in the amount of $1,500 is payable in connectionwith the application.

From our review of the Application and otherinformation communicated to staff, we understand the relevantfacts and representations to be as follows:

1. Upon the amalgamation (the Amalgamation)on May 31, 2002 of Emerging Africa Gold (EAG) Inc. (EAG) andDiagem Resource (Québec) Inc., a wholly-owned subsidiaryof Diagem, all of the issued and outstanding common sharesof EAG were exchanged for common shares of Diagem on the basisof one share of Diagem for each issued share of EAG. As aresult of the Amalgamation, all of the shareholders of EAGbecame shareholders of Diagem and Diagem became the sole shareholderof the amalgamated corporation (Amalco).

2. EAG was a reporting issuer in Ontario priorto the Amalgamation, and Amalco became a reporting issuerin Ontario upon the Amalgamation. Diagem did not become areporting issuer as a result of the Amalgamation.

3. By letter dated December 6, 2002 Diagemapplied to the Commission for an order pursuant to section83 of the Act deeming Amalco to have ceased to be a reportingissuer and requested that the Commission recognize Diagemas having become a reporting issuer upon the Amalgamation.

4. Staff of the Commission advised Diagemthat Diagem did not become a reporting issuer as a resultof the Amalgamation and that in order for it to be deemedto be a reporting issuer it would be required to apply foran order pursuant to section 83.1 of the Act.

5. Diagem has applied for an order pursuantto section 83.1 of the Act deeming Diagem to be a reportingissuer for the purposes of Ontario securities law, and theamalgamated corporation has applied for an order pursuantto section 83 of the Act deeming it to have ceased to be areporting issuer.

Decision

This letter confirms that, based on the informationand representations contained in the Application, and for thepurposes described in the Application, the Director hereby exemptsDiagem from the payment of the activity fee pursuant to itemE (3) of Appendix C to Rule 13-502 in connection with the applicationby Diagem for an order pursuant to section 83.1 of the Act,provided that Diagem pays the fee applicable to such applicationprior to Rule 13-502 coming into force.

Yours truly,

"John Hughes"