Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Reporting issuer deemed to have ceasedto be a reporting issuer - only one security holder remaining.

Subsection 1(6) of the OBCA - Issuer deemedto have ceased to be offering securities to the public underthe Business Corporations Act (Ontario).

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 1(1), 6(3) and 83.

Business Corporations Act, R.S.O. 1990, c. B.16,as am., s. 1(6).

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, ONTARIO AND YUKON

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

ROYAL VICTORIA MINERALS LTD.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta, Ontario and Yukon (the "Jurisdictions")has received an application from Royal Victoria Minerals Ltd.("Royal") for:

i. a decision under the securities legislationof the Jurisdictions (the "Legislation") that Royalbe deemed to cease to be a reporting issuer under the Legislation;and

ii. in Ontario only, an order under the BusinessCorporations Act (Ontario) (the OBCA) that Royal be deemedto have ceased to be offering its securities to the public;

AND WHEREAS under section 3.2 of NationalPolicy 12-201 Mutual Reliance Review System for Exemptive ReliefApplications (the "System"), the Ontario SecuritiesCommission is the principal regulator for this application;

AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-401 Definitions;

AND WHEREAS Royal has represented tothe Decision Maker that:

1. Royal was incorporated under the CanadaBusiness Corporations Act on April 30, 1987 as Royal StarResources Ltd., on March 3, 2000, Royal changed its name toRoyal Victoria Minerals Ltd. and Royal was continued underthe Business Corporations Act (Yukon) on April 10,2000.;

2. the head office of Royal is currently locatedin Oakville, Ontario;

3. the authorized capital of Royal consistsof an unlimited number of common shares (the "CommonShares") of which 13,138,924 Common Shares were issuedand outstanding as of June 20, 2003;

4. Royal is currently a reporting issuer inthe Jurisdictions and is not in default of any of its obligationsas a reporting issuer under the Legislation;

5. Royal is not a reporting issuer or theequivalent in any jurisdiction in Canada other than the Jurisdictions;

6. pursuant to an agreement made the 22ndday of April, 2003 between Royal, United Tex-Sol Mines Inc.("UTX") and St Andrew Goldfields Ltd. ("StAndrew"), each of Royal and UTX agreed to complete aplan of arrangement (the "Arrangement") pursuantto which, among other things, all of the outstanding commonshares of Royal not already owned by St Andrew, as well asall securities of Royal convertible or exercisable into commonshares of Royal, would be acquired by St Andrew in exchangefor common shares and securities convertible or exercisableinto common shares of St Andrew;

7. on June 10, 2003, Royal was continued underthe laws of Ontario pursuant to a Certificate and Articlesof Continuance;

8. by Certificate and Articles of Arrangementdated June 23, 2003 issued pursuant to the OBCA to Royal,the Arrangement became effective, such that as of June 23,2003, St Andrew became the sole securityholder of Royal;

9. the Common Shares of Royal were delistedfrom the TSX Venture Exchange on June 25, 2003;

10. no securities of Royal are currently tradedon a marketplace as defined in National Instrument 21-101;

11. other than the Common Shares, there areno securities of Royal outstanding including debt securities;and

12. Royal does not intend to seek public financingby way of an offering of its securities.

AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers underthe Legislation is that Royal is deemed to have ceased to bea reporting issuer under the Legislation;

July 24, 2003.

"Charlie MacCready"

AND IT IS HEREBY ORDERED by the OntarioSecurities Commission under subsection 1(6) of the OBCA thatRoyal is deemed to have ceased to be offering its securitiesto the public for the purposes of the OBCA.

July 24, 2003.

"Harold P. Hands"
"Wendell S. Wigle"