Securities Law & Instruments

Headnote

Reporting issuer in Alberta and British Columbiaand listed on the TSX Venture Exchange - deemed to be a reportingissuer for the purposes of Ontario securities 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

AURELIAN RESOURCES INC.

(FORMERLY BIO 1 INC.)

 

ORDER

(Subsection 83.1(1) of theAct)

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

AND UPON considering the applicationand the recommendation of the staff of the Commission;

AND UPON Aurelian representing to theCommission as follows:

1. Aurelian was incorporated as "Bio1 Inc." on December 6, 2000 pursuant to the CanadaBusiness Corporations Act. Pursuant to Articles of Amendmentdated December 10, 2001, Aurelian removed its private companyrestrictions. Pursuant to Articles of Amendment dated June2, 2003, Aurelian changed its name to "Aurelian ResourcesInc.";

2. The head office of Aurelian is locatedat 130 King Street West in Toronto, Ontario and the registeredoffice of Aurelian is located at 421 7th Avenue SW in Calgary,Alberta;

3. Aurelian has been a reporting issuer inthe Province of Alberta pursuant to the Securities Act(Alberta) (the "Alberta Act") and in theProvince of British Columbia pursuant to the SecuritiesAct (British Columbia) (the "BC Act")since March 7, 2002. Aurelian is not a reporting issuer orthe equivalent under the securities legislation of any otherjurisdiction in Canada;

4. The common shares of Aurelian were listedon the TSX Venture Exchange (the "TSXV")on June 11, 2002 and trade thereon under the symbol "ARU";

5. Aurelian was formerly a capital pool companygoverned by Policy 2.4 of the TSXV ("Policy 2.4").On June 6, 2003, Aurelian completed the acquisition of allof the shares of Aurelian Resources Corporation Ltd., a companyexisting under the laws of Bermuda, as its Qualifying Transaction(as defined in Policy 2.4);

6. The TSXV issued a bulletin evidencing itsapproval of the Qualifying Transaction of Aurelian on June20, 2003;

7. Five of the six directors of Aurelian,including the President of Aurelian, are resident in the Provinceof Ontario and these individuals hold approximately 15% ofthe issued and outstanding common shares of Aurelian;

8. Aurelian's authorized share capital consistsof an unlimited number of common shares without nominal orpar value. As of June 27, 2003, there were 13,575,000 commonshares of Aurelian issued and outstanding. In addition tothe outstanding capital of Aurelian, there were (i) 6,310,000common shares reserved for issuance pursuant to 6,310,000share purchase warrants of Aurelian; and (ii) 800,000 commonshares reserved for issuance pursuant to 800,000 stock optionsof Aurelian;

9. Aurelian is not in default of any requirementsof the securities legislation in the provinces of Albertaor British Columbia;

10. Aurelian is in good standing under therules, regulations and policies of the TSXV;

11. The continuous disclosure materials filedby Aurelian under the Alberta Act and the BC Act are availableon the System for Electronic Document Analysis and Retrieval.Aurelian's continuous disclosure record is up to date;

12. The continuous disclosure requirementsof the BC Act and the Alberta Act are substantially the sameas the requirements under the Act;

13. Neither Aurelian nor any of its officers,directors nor, to the knowledge of Aurelian, its officersand directors, any of its controlling shareholders, has:

(i) been the subject of any penalties orsanctions imposed by a court relating to Canadian securitieslegislation or 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;

14. Neither Aurelian nor any of its officers,directors, nor to the knowledge of Aurelian, 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;

15. None of the officers or directors of Aurelian,nor to the knowledge of Aurelian, its officers and directors,any of its controlling shareholders, is or has been at thetime of such event an officer or director of any other issuerwhich is or has been subject 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 Aurelian be deemed to be a reportingissuer for the purposes of Ontario securities law.

August 14, 2003.

"Cameron McInnis"