Securities Law & Instruments

Headnote

Subsection 1(11)(b) -- Order that the issuer is a reporting issuer for the purposes of Ontario securities law -- Issuer is 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, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF MINFOCUS EXPLORATION CORP. (the "Applicant")

ORDER (Clause 1(11)(b))

UPON the application of 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 representing to the Commission as follows:

1. The Applicant is a corporation governed by the Business Corporations Act (British Columbia).

2. The head office of the Applicant is located at 300 New Toronto Street, Unit 2, Toronto, Ontario, Canada M8V 2E8. The registered office of the Applicant is located at Suite 400, 570 Granville Street, Vancouver, BC, V6C 3P1.

3. As a result of its initial public offering on the TSX Venture Exchange (the "TSX-V") as a capital pool company, the Corporation (at the time named Pembroke Capital Corp.), became a reporting issuer under theSecurities Act (Alberta) and the Securities Act (British Columbia) on August 25, 2010. The Applicant's common shares are listed on the TSX-V and currently trade under the trading symbol "MFX".

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

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

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

7. The continuous disclosure materials filed by the Applicant under the Alberta Act and the BC Act are available on the System for Electronic Document Analysis and Retrieval.

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

9. Pursuant to the policies of the TSX-V, 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 TSX-V) 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.

10. The Applicant has determined that it has a "significant connection to Ontario" as registered and beneficial shareholders of the Applicant known to the Applicant to be resident in Ontario beneficially own in excess of 20% of the issued and outstanding shares of the Applicant.

11. Neither the Applicant nor any of its officers, directors, nor, to the knowledge of the Applicant or its directors or officers, 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 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.

12. Other than as disclosed below, 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 or ongoing or concluded investigations by:

(i) a Canadian securities regulatory authority; or

(ii) a court or regulatory body, other than the 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.

13. The statement in paragraph 12, is qualified by the following disclosure:

In November 2008, while Gavin Cooper, the Applicant's Chief Financial Officer, was the Chief Financial Officer of VRB Power Systems Inc. ("VRB"), the board of directors of VRB resigned and pursuant to an application made by VRB, the Supreme Court of British Columbia appointed an Interim Receiver to manage the affairs of VRB. At the same time, VRB filed a Notice of Intention to make a Proposal in accordance with the Bankruptcy and Insolvency Act (Canada). A new board of directors was appointed by shareholders at VRB's annual general meeting in June 2009 and the Interim Receiver, having fulfilled its mandate, including the settlement of all liabilities of VRB, was granted a discharge from its position by the Supreme Court of British Columbia on July 16, 2009.

14. None 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.

15. As of the date thereof, the Applicant has 40,720,592 common shares and no other shares issued and outstanding.

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

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

DATED at Toronto on this 18th day of February, 2014.

"Kathryn Daniels"
Deputy Director, Corporate Finance
Ontario Securities Commission