Securities Law & Instruments

Headnote

Subsection 1(11)(b) -- Order that the issuer is a reporting issuer for the purposes of Ontario securities law -- 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 -- Issuer has a significant connection to Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c S.5, AS AMENDED

(the Act)

AND

IN THE MATTER OF

PACIFIC COAL RESOURCES LTD.

ORDER

(Clause 1(11)(b))

UPON the application of Pacific Coal Resources Ltd. (the "Applicant") to the Ontario Securities Commission (the "Commission") for an order pursuant to clause 1(11)(b) of the Act that, for the purposes of Ontario securities law, the Applicant is a reporting issuer in Ontario;

AND UPON considering the application and the recommendation of the staff of the Commission;

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

1. The Applicant is a corporation under the Business Corporations Act (British Columbia) with its registered office at 1188 West Georgia Street, Suite 650, Vancouver, British Columbia V6E 4A2.

2. The Applicant's head office is at 333 Bay Street, Suite 1100, Toronto, Ontario M5H 2R2.

3. The authorized share capital of the Applicant consists of an unlimited number of common shares and preferred shares without nominal or par value, of which 333,202,406 common shares and no preferred shares are issued and outstanding as of the date hereof.

4. The Applicant is a reporting issuer under the Securities Act (British Columbia) (the "BC Act") and the Securities Act (Alberta) (the "Alberta Act").

5. The Applicant is not currently a reporting issuer in any jurisdiction other than British Columbia and Alberta.

6. The Applicant is not on the lists of defaulting reporting issuers maintained pursuant to the BC Act or the Alberta Act and is not in default of any requirement of either the BC Act or the Alberta Act or the rules and regulations made thereunder.

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

8. The continuous disclosure documents filed by the Applicant under the BC Act and the Alberta Act are available on the System for Electronic Document Analysis and Retrieval ("SEDAR").

9. The Applicant's common shares are listed and posted for trading on the TSX Venture Exchange (the "Exchange") under the trading symbol "PAK".

10. The Applicants warrants are listed and posted for trading on the Exchange under the trading symbol "PAK.WT".

11. The Applicant is not in default of any of the rules, regulations or policies of the Exchange.

12. Pursuant to the policies of the Exchange, a listed issuer, which is not otherwise a reporting issuer in Ontario, must assess whether it has a "significant connection to Ontario" (as defined in the policies of the Exchange) and, upon becoming aware that it has a significant connection to Ontario, promptly make a bona fide application to the Commission to be deemed a reporting issuer in Ontario.

13. The Applicant has determined that it has a "significant connection to Ontario" (as defined in Exchange policies) because beneficial holders of the Applicant's securities resident in Ontario hold more than 10% of the Applicant's common Shares and the mind and management of the Applicant are located in Ontario.

14. Neither the Applicant nor any of its officers, directors, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, has:

(a) been the subject of any penalties or sanctions imposed by a court relating to 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 the subject of 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 officers, directors, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, 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 appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

16. Neither any of the officers or directors of the Applicant, nor, to the knowledge of the Applicant or its officers and directors, any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, is or has been at the time of such event an officer or director of any other issuer which is or has been subject to:

(a) any cease trade order or similar order, 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 appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

17. As the Applicant has a significant number of non-resident directors and officers, the Applicant has filed with the Commission on SEDAR a "Non-Issuer Submission to Jurisdiction and Appointment of Agent for Service of Process" form executed by each non-resident director and officer, as well as the promoter, of the Applicant.

AND UPON the Commission being satisfied that granting this Order would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.

DATED this 22nd day of July, 2011

"Michael Brown"
Assistant Manager
Corporate Finance
Ontario Securities Commission