Securities Law & Instruments

Headnote

Subsection 83.1(1) -- issuer deemed to be areporting issuer in Ontario -- issuer has been a reporting issuerin Alberta and British Columbia since 1999 -- issuer's securitiesare listed and posted for trading on the TSX Venture Exchange-- continuous disclosure requirements of British Columbia andAlberta substantively the same as those of Ontario.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as amended,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

NORONT RESOURCES LTD.

 

ORDER

(Subsection 83.1(1) of theAct)

UPON the application of Noront ResourcesLtd. ("Noront") for an order pursuant to subsection83.1(1) of the Act deeming Noront to be a reporting issuer forthe purposes of Ontario securities law;

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

AND UPON Noront representing to the Commissionas follows:

1. Noront was incorporated under the lawsof the Province of British Columbia as White Wing ResourcesLtd. on November 14, 1980. By Articles of Amendment datedJuly 21, 1983, the name of the Corporation was changed toNoront Resources Ltd;

2. The head office of Noront is located atThird Floor, 56 Temperance Street, Toronto, Ontario;

3. The authorized share capital of Norontconsists of 50,000,000 common shares without par value, ofwhich 18,227,923 common shares are issued and outstandingas of August 1, 2003;

4. Noront has been a reporting issuer underthe Securities Act (British Columbia) (the ABC "Act")since October 21, 1986 and became a reporting issuer underthe Securities Act (Alberta) (the "Alberta Act")on November 26, 1999 as a result of the merger of the VancouverStock Exchange and the Alberta Stock Exchange to form theCanadian Venture Exchange, now the TSX Venture Exchange ("TSXV");

5. The common shares of Noront are listedon Tier 2 of the TSXV under trading symbol NOT. Noront isnot designated as a Capital Pool Company by the TSXV;

6. As of August 1, 2003, the mind and managementof Noront was located in Ontario and the beneficial holdersof greater than 10% of its equity securities were residentsof Ontario;

7. Noront is not a reporting issuer underthe securities legislation of any other jurisdiction in Canada;

8. Noront is not in default of any requirementsof the B.C. Act, the Alberta Act, or any of the rules andregulations thereunder, and is not on the lists of defaultingreporting issuers maintained pursuant to the B.C. Act andthe Alberta Act;

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

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

11. Neither Noront nor any of its officers,directors nor, to the knowledge of Noront, its officers anddirectors, 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;

12. Neither Noront nor any of its officers,directors, nor to the knowledge of Noront, its officers anddirectors, any of its controlling shareholders, is or hasbeen 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;

13. None of the officers or directors of Noront,nor to the knowledge of Noront, 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 Noront be deemed a reporting issuerfor the purpose of Ontario securities laws.

September 29, 2003.

"Cameron McInnis"