Securities Law & Instruments

Headnote

Section 144 - application for revocation ofcease trade order - issuer cease traded due to failure to filewith the Commission and send to shareholders annual and interimfinancial statements - Issuer has brought filings up to dateand has placed on the public record prospectus-level disclosure- full revocation granted.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O., c. S.5, as am., ss.127 and 144.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O 1990, C. S.5, AS AMENDED(the Act)

AND

IN THE MATTER OF

SAHELIAN GOLDFIELDS INC.

 

ORDER

(Section 144)

WHEREAS the securities of Sahelian GoldfieldsInc. (the "Company") are subject to a cease tradeorder issued by the Ontario Securities Commission (the "Commission")on June 14, 2000 (the "Cease Trade Order") which orderextended a temporary cease trade order issued on June 1, 2000;

AND WHEREAS the Company has applied tothe Commission pursuant to section 144 of the Act (the "Application")for a revocation of the Cease Trade Order;

AND WHEREAS the Company has representedto the Commission that:

1. The Company was formed under the BusinessCorporations Act (Ontario) on October 1, 1997, by theamalgamation of Sahelian Goldfields Inc. and Sahelian GoldfieldsLtd.

2. The Company is a reporting issuer underthe securities legislation (the "Legislation") ofthe provinces of British Columbia and Ontario.

3. The Company's authorized capital consistsof an unlimited number of common shares (the "CommonShares"), of which approximately 57,958,945 Common Sharesare issued and outstanding.

4. The Common Shares were previously quotedon the Canadian Dealing Network. The Company presently hasno securities, including debt securities, listed or quotedon any exchange or market.

5. The Cease Trade Order was issued due tothe failure of the Company to file with the Commission andsend to its shareholders its audited annual financial statementsfor the period ended September 30, 1999, and its interim financialstatements for the period ended December 31, 1999, as requiredby the Act. Subsequently, the Company failed to file its annualfinancial statements for the periods ending September 30,2000, 2001 and 2002, and its interim financial statementsfor the three-month periods subsequent to December 31, 1999;

6. The financial statements and interim financialstatements were not filed with the Commission due to the lackof funds to pay for the preparation and audit of such statements.

7. The Company is also subject to a ceasetrade order of the British Columbia Securities Commission(the "BCSC") dated May 21, 1999. The Company hasconcurrently applied to the BCSC for a revocation of its ceasetrade order.

8. On August 29, 2003, the Company filed onSEDAR its interim financial statements for the three-monthperiod ended June 30, 2003. On August 28, 2003, the Companyfiled on SEDAR restated audited annual financial statementsfor the years ended September 30, 2000, 2001 and 2002. OnJune 17, 2003, the Company filed on SEDAR its interim financialstatements for the three-month periods ended December 31,1999, June 30, 2001, December 31, 2002 and March 31, 2003.The Company intends to mail its annual financial statementsand interim financial statements to its shareholders in connectionwith its next annual meeting of the shareholders. Said financialstatements and interim financial statements were filed withthe Commission and are available on SEDAR.

9. Other than as described in paragraph 5,the Company is not otherwise in default of any requirementsof the Act or the rules or regulations thereunder.

10. On April 9, 2002, the Commission issuedan Order under section 144 of the Act (the "OSC 2002Partial Revocation Order") granting a partial revocationof the Cease Trade Order to allow among other things:

a) the issuance of shares to the Company'screditors under a proposal made pursuant the Bankruptcyand Insolvency Act (Canada);

b) the issuance of securities under a privateplacement for an amount of up to $300,000.

11. On April 8, 2002, the British ColumbiaSecurities Commission issued a Variation Order under section171 of the Securities Act (British Columbia) (the "BCAct") (the "BCSC 2002 Partial Revocation Order")granting a partial revocation of the BCSC 1999 Cease TradeOrder for the same aforementioned purposes.

12. On May 14, 2002, the Commission granteda Ruling under section 74(1) of the Act that the proposedissuances of shares to the creditors not be subject to theregistration and prospectus requirements. Under the BC Actthe Company benefited from an exemption.

13. On July 15, 2003, the British ColumbiaSecurities Commission issued a Partial Revocation Order undersection 171 of the BC Act, granting partial revocation ofthe BCSC 1999 Cease Trade Order to permit the activities listedin section 78(2) of the BC Act to be undertaken in respectof the preliminary prospectus dated June 13, 2003.

14. The Company now wishes to make applicationfor a full revocation of the Cease Trade Order so as to permittrading of its securities generally. The Company has filedwith the Commission and provided to its shareholders prospectus-leveldisclosure about the Company, its business, affairs and futureprospects in the form of an amended preliminary prospectusthat was filed on SEDAR on August 28, 2003.

AND WHEREAS considering the Applicationand the recommendation of the staff of the Commission;

AND WHEREAS the Director being satisfiedthat to do so would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to section 144of the Act, that the Cease Trade Order be and is hereby revoked

September 15, 2003.

"Charlie MacCready"