United Bolero Development Corp. - s. 83.1(1)

Headnote

Subsection 83.1(1) - Issuer deemed to be a reporting issuer in Ontario -- Issuer already a reporting issuer in Alberta and British Columbia -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in Alberta and British Columbia substantially the same as those in Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 83.1(1).

Policies Cited

Policy 12-602 -- Deeming an Issuer From Certain Other Canadian Jurisdictions to be a Reporting Issuer in Ontario.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5,

AS AMENDED (the "Act")

AND

IN THE MATTER OF

UNITED BOLERO DEVELOPMENT CORP.

ORDER

(Section 83.1(1))

UPON the application of United Bolero Development Corp. ("the Applicant") for an order pursuant to subsection 83.1(1) of the Act deeming the Applicant to be a reporting issuer for the purposes of Ontario securities law;

AND UPON considering the application and recommendation of the staff of the Ontario Securities Commission (the "Commission");

AND UPON the Applicant having represented to the Commission as follows:

1. The Applicant was incorporated under the laws of British Columbia on August 13, 1985 under the name "Bolero Resources Inc." by filing its memorandum and articles with the British Columbia Registrar of Companies. On February 12, 1992, the Applicant changed its name to "United Bolero Development Corp."

2. The Applicant's head office is located at 789 West Pender Street, Suite 1220, Vancouver, BC V6C 1H2.

3. The Applicant has been a reporting issuer under the Securities Act (British Columbia) (the "BC Act") since September 19, 1986 and has been a reporting issuer under the Securities Act (Alberta) (the "Alberta Act") since September 19, 1986. The Common shares of the Applicant have been listed and posted for trading on the TSX-V since December 10, 1986. The Applicant is not in default of any requirements of the BC or Alberta Acts.

4. The Applicant is not a reporting issuer or its equivalent in Ontario or any other jurisdiction in Canada other than Alberta and British Columbia.

5. The Applicant's common shares are listed for trading on the TSX Venture Exchange ("TSX-V") under the symbol "UNB". The Applicant is in compliance with all requirements of the TSX-V.

6. The Applicant is not designated as a capital pool company by the TSX-V.

7. The authorized capital of the Applicant consists of 99,875,000 common shares (the "Common Shares"), of which 51,454,387 are currently issued and outstanding.

8. TSX-V requires all of its listed issuers, which are not otherwise reporting issuers in Ontario, to assess whether they have a significant connection to Ontario as defined in Policy 1.1 of the TSX-V Corporate Finance Manual, and, upon first becoming aware that it has a significant connection to Ontario, to promptly make a bona fide application to the Commission to be deemed a reporting issuer in Ontario.

9. The Applicant has established a significant connection to Ontario by the fact that, through recently completed private placements, Ontario residents beneficially own more than 10% of the existing shares of the Applicant.

10. The Applicant also has mining interests in Ontario by having an option on the "Chong Property" in Fraleck Township, Sudbury Mining District and an option on the "Baird Property" located in Red Lake, Ontario.

11. The Applicant is up to date in the filing of its financial statements and other continuous disclosure documents, which include a description of the Applicant's material projects.

12. The continuous disclosure requirements of the BC Act and the Alberta Act are substantially the same as the requirements under the Act.

13. The materials filed by the Applicant as a reporting issuer in the Provinces of British Columbia and Alberta have been available on the System for Electronic Document Analysis and Retrieval since August 28, 1997.

14. With the exception of a cease trade order issued by the British Columbia Securities Commission (the "BCSC") on September 11, 2003 against the Applicant for failing to file second quarter interim financial statements for the period ended June 30, 2003, which was subsequently revoked on September 19, 2003 by the Executive Director of the BCSC, neither the Applicant nor any of its directors, officers nor to the knowledge of the Applicant and its directors and officers, any of its controlling shareholders, has:

(a) been the subject of any penalties or sanctions imposed by a court relating to the Canadian securities legislation or by a Canadian securities regulatory authority,

(b) entered into a settlement agreement with a Canadian securities regulatory authority, or

(c) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

15. Neither the Applicant nor any of its directors, officers nor, to the best knowledge of the Applicant and its directors and officers, any of its controlling shareholders, is or has been subject to:

(a) any known ongoing or concluded investigations by:

(i) a Canadian securities regulatory authority, or

(ii) a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

(b) 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.

16. None of the directors or officers of the Applicant nor, to the knowledge of the Applicant and its directors and officers, any of its controlling shareholders, was at the time of such event a director or officer of any other issuer which is or has been subject to:

(a) any cease trade or similar orders, or order that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or

(b) 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.

17. The Applicant will remit all participation fees due and payable by it pursuant to Commission Rule 13-502 Fees by no later than two (2) business days from the date hereof.

AND UPON the Commission being satisfied that to do would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to subsection 83.1(1) of the Act that the Applicant is deemed to be a reporting issuer for the purposes of Ontario securities law.

June 27, 2006