Securities Law & Instruments

Headnote

Reporting issuer in Alberta, British Columbia,Manitoba and Nova Scotia and is listed on TSX Venture Exchangedeemed to be a reporting issuer for the purposes of Ontariosecurities law.

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

ACADIAN GOLD CORPORATION

 

ORDER

(Subsection 83.1(1))

UPON the application of Acadian GoldCorporation ("Acadian") for an order pursuant to subsection83.1(1) of the Act deeming Acadian to be a reporting issuerfor the purposes of Ontario securities law;

AND UPON considering the applicationand the recommendation of the staff of the Ontario SecuritiesCommission (the "Commission");

AND UPON Acadian representing to theCommission as follows:

1. Acadian is a corporation continued underthe Canada Business Corporations Act.

2. Acadian has been a reporting issuer underthe Securities Act (British Columbia) (the "BCAct") since March 26, 2001, under the Securities Act(Alberta) (the "Alberta Act") since March 26, 2001,under the Securities Act (Manitoba) (the "ManitobaAct") since January 19, 2001, and under the SecuritiesAct (Nova Scotia) (the "Nova Scotia Act") sinceDecember 30, 2002. Acadian was granted permission to do businessin the Province of New Brunswick under the Security FraudPreventions Act (New Brunswick) (the "New BrunswickAct") on January 17, 2003.

3. Acadian's registered office is currentlyin Winnipeg, Manitoba and its principal offices are in Trenton,Nova Scotia. Acadian's minute books and related corporaterecords are maintained in Toronto, Ontario.

4. The authorized share capital of Acadianconsists of an unlimited number of common shares and an unlimitednumber of preference shares of which 23,820,750 common shareswere issued and outstanding as at June 30, 2003.

5. Acadian's common shares are listed on theTSX Venture Exchange under the trading symbol "ADA"and Acadian is in compliance with the rules, regulations andpolicies of the TSX Venture Exchange.

6. Acadian is not in default under any ofthe BC Act, the Alberta Act, the Manitoba Act, the Nova ScotiaAct and the New Brunswick Act.

7. The continuous disclosure requirementsof the BC Act, the Alberta Act, the Manitoba Act, the NovaScotia Act and the New Brunswick Act are substantially thesame as the requirements under the Act.

8. The materials filed by Acadian under theBC Act, the Alberta Act, the Manitoba Act, the Nova ScotiaAct and the New Brunswick Act are available on the Systemfor Electronic Document Analysis Retrieval (SEDAR).

9. Neither Acadian nor any of its officersor directors, nor to the knowledge of Acadian and its officersand directors, any of its controlling shareholders, has:

(i) been subject to any penalties or sanctionsimposed by a court relating to Canadian securities legislationor by a Canadian securities regulatory authority;

(ii) entered into a settlement agreementwith a Canadian securities regulatory authority; or

(iii) been subject to any other penaltiesor sanctions imposed by a court or regulatory body thatwould be likely to be considered important to a reasonableinvestor making an investment decision.

10. Neither Acadian nor any of its officersor directors, nor to the knowledge of Acadian and its officersand directors, any of its controlling shareholders, is orhas been subject to:

(i) any known ongoing or concluded investigationsby a Canadian securities regulatory authority or a courtor regulatory 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 appointment of a receiver, receiver-manager or trustee,within the preceding 10 years.

11. Edmund F. Merringer, Secretary of Acadian,was a director of AlphaNet Telecom Inc. when it made a voluntaryassignment in bankruptcy in February, 1999. Cease trade orderswere issued against AlphaNet by the Commission on June 28,1999, by the British Columbia Securities Commission on July2, 1999 and by the Manitoba Securities Commission on July8, 1999. Additionally, Mr. Merringer was a director of CercalMinerals Corporation at the time cease trade orders were issuedagainst Cercal by the Commission on May 31, 1995 and by theBritish Columbia Securities Commission on January 23, 1995.

12. Except for Mr. Merringer, none of theofficers or directors of Acadian, nor to the knowledge ofAcadian, its officers and directors, any of its controllingshareholders, is or has been at the time of such event anofficer or director of any other issuer which is or has beensubject to:

(i) any cease trade or similar orders, ororders that denied access to any exemptions under Ontariosecurities law, for a period of more than 30 consecutivedays, within the preceding 10 years; or

(ii) any bankruptcy or insolvency proceedings,or other proceedings arrangements or compromises with creditors,or the appointment of a receiver, receiver-manager or trustee,within the preceding 10 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 Acadian is deemed to be a reportingissuer for the purposes of Ontario securities law.

August 6, 2003.

"Erez Blumberger"