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

MACARTHUR MINERALS LIMITED

ORDER

(Clause 1(11)(b))

UPON the application (the "Application") of Macarthur Minerals Limited (the "Applicant") to the Ontario Securities Commission (the "Commission") for an order pursuant to clause 1(11)(b) of the Act deeming the Applicant to be a reporting issuer for the purposes of Ontario securities law;

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

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

1. The Applicant was incorporated in Alberta on February 21, 1991 under the name "U-Pack Shipping Systems Inc.", and was continued under the Company Act (British Columbia) on October 25, 1996 under the name "Citation Resources Inc." The Applicant changed its name to "Macarthur Minerals Limited" effective February 17, 2005.

2. The Applicant's head office is located at Level 20 AMP Place, 10 Eagle Street, Brisbane, Queensland 4000.

3. The Applicant's authorized share capital is an unlimited number of common shares (the "Common Shares") without par value and without special rights or restrictions attached. As at July 6, 2011, the Applicant had 44,670,630 common shares issued and outstanding.

4. The Applicant became a reporting issuer under the Securities Act (British Columbia) (the "BC Act") on December 16, 1996. The Applicant became a reporting issuer under the Securities Act (Alberta) (the "Alberta Act") on December 16, 1996.

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

6. The Applicant is not in default of any of its obligations under the BC Act or the Alberta Act.

7. The Applicant is not on the list of defaulting issuers maintained pursuant to the BC Act or pursuant to the Alberta Act.

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

10. The Applicant's common shares have been listed and posted for trading on the TSX Venture Exchange (the "TSX-V") under the symbol "MMS."

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

12. The TSX-V requires all of its listed issuers, which are not otherwise reporting issuers in Ontario, to assess whether they have a significant connection with 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.

13. The Applicant has a significant connection to Ontario since over 20% of the Applicant's Common Shares are held by persons resident in Ontario.

14. The Applicant does not have a shareholder which holds sufficient securities of the Applicant to affect materially the control of the Applicant.

15. There have been no penalties or sanctions imposed against the Applicant by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority and the Applicant has not entered into a settlement agreement with a Canadian securities regulatory authority.

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

(a) been subject to 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 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.

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

(a) any known ongoing or concluded investigation 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.

18. Neither any of the officers or directors of the Applicant nor, to the knowledge of the Applicant and its directors and officers, any shareholder of the Applicant holding sufficient securities of the Applicant to materially affect the control of the Applicant, is or has been 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 order or similar order, or order that denied access to any exemptions under Ontario securities laws, 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.

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

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

DATED this 9th day of August, 2011.

"Michael Brown
Assistant Manager, Corporate Finance Branch
Ontario Securities Commission