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 AND ONTARIO

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

UNITED TEX-SOL MINES INC.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta and Ontario (the "Jurisdictions") has receivedan application from United Tex-Sol Mines Inc. ("UTX")for:

i. a decision under the securities legislationof the Jurisdictions (the "Legislation") that UTXbe 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 UTX 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 UTX has represented to theDecision Maker that:

1. UTX was incorporated under the BusinessCorporations Act (Alberta) on August 31, 1990 as WorthingIndustries Inc and on October 31, 1995, UTX changed its nameto United Tex-Sol Mines Inc.;

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

3. the authorized capital of UTX consistsof an unlimited number of Class A common shares (the "CommonShares") and an unlimited number of Class B PreferredShares issuable in series (the "Preferred Shares"),of which 24,542,901 Common Shares and no Preferred Sharesare issued and outstanding as of June 20, 2003;

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

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

6. pursuant to an agreement made the 22ndday of April, 2003 between UTX, Royal Victoria Minerals Ltd.("Royal") and St Andrew Goldfields Ltd. ("StAndrew"), each of UTX and Royal agreed to complete aplan of arrangement (the "Arrangement") pursuantto which, among other things, all of the outstanding commonshares of UTX not already owned by St Andrew, as well as allsecurities of UTX convertible or exercisable into common sharesof UTX, would be acquired by St Andrew in exchange for commonshares and securities convertible or exercisable into commonshares of St Andrew;

7. on June 11, 2003, UTX 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 UTX, theArrangement became effective, such that as of June 23, 2003,St Andrew became the sole securityholder of UTX;

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

10. no securities of UTX are traded on a marketplaceas defined in National Instrument 21-101;

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

12. UTX 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 UTX is deemed to have ceased to be areporting issuer under the Legislation;

July 23, 2003.

"Charlie MacCready"

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

July 23, 2003.

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