BCSC

Exemption Orders (Discretionary)

MANDALAY RESOURCES CORPORATION

2001 BCSECCOM 354

IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418

AND

IN THE MATTER OF MANDALAY RESOURCES CORPORATION

Exemption Order Under Section 76 and Variation Order Under Section171

[para 1]
WHEREAS the Executive Director issued an Order (the “Original Order”) on December 13, 2000 under section 76 of the SecuritiesAct, R.S.B.C. 1996, c. 418 that intended trades in certain securities of Mandalay (the “Seed Shares”) be exempt from the requirements of section 61 of the Act, subject to certain conditions, including that Mandalay’s common shares be listed on the Canadian Venture Exchange (“CDNX”) within 90 days of the date of the Original Order (the “Listing Condition”);

[para 2]
AND WHEREAS Mandalay has applied for an Order under section 171 of the Act varying the Original Order to extend the date by which the Listing Condition must be met;

[para 3]
AND WHEREAS Mandalay has represented to the Executive Director that:

1. a receipt for Mandalay’s prospectus (the “Final Prospectus”) was issued on December 14, 2000;

2. the offering under the Final Prospectus was completed on March 9, 2001;

3. the listing of Mandalay’s common shares remains subject to the dissemination of the Final Prospectus, review of the distribution by CDNX and the scheduling of the commencement of the listing, posting and calling of Mandalay’s common shares for trading;

4. CDNX has confirmed to the Commission that it is appropriate, in the circumstances, that the Seed Shares continue to be subject to the former resale restrictions of the Vancouver Stock Exchange;

[para 4]
AND WHEREAS the Executive Director considers that to do so would not be prejudicial to the public interest;

[para 5]
IT IS ORDERED effective March 13, 2001 under section 171 of the Act that the Original Order be varied by amending paragraph (b) by replacing the words “that date which is 90 days after the date of this order” with “March 30, 2001”, with the result that the Original Order as varied by this order will be in the form attached as “Schedule A”.

[para 6]
DATED March 23, 2001.

Brenda Leong
Director

Schedule “A”

IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418

AND

IN THE MATTER OF MANDALAY RESOURCES CORPORATION

Exemption Order Under Section 76

WHEREAS Mandalay Resources Corporation has applied to the Executive Director for an order under section 76 of the SecuritiesAct, R.S.B.C. 1996, c. 418 that intended trades in certain securities of Mandalay be exempt from the requirements of section 61 of the Act;

AND WHEREAS Mandalay has represented to the Executive Director that:

1. Mandalay was incorporated in British Columbia on January 29, 1997, and is not a reporting issuer under the Act;

2. a receipt for Mandalay's preliminary prospectus dated February 29, 2000 (the "Preliminary Prospectus"), was issued by the Commission on March 10, 2000;

3. concurrently with the filing of the Preliminary Prospectus, Mandalay made application for the listing of its common shares on the Canadian Venture Exchange ("CDNX") and therefore, CDNX is the primary reviewer of the Preliminary Prospectus;

4. the authorized capital of Mandalay consists of 100,000,000 common shares without par value, of which 1,464,000 common shares were issued and outstanding as of August 4, 2000 (the "Seed Shares");

5. the Seed Shares were issued by Mandalay on the basis that they would be subject to the former resale restrictions of the Vancouver Stock Exchange (the "Resale Matrix");

6. under Notice and Interpretation Notice ("NIN") #2000/09, the Commission advised that CDNX had adopted the Resale Matrix for an interim period and recognized CDNX, for the purposes of section 127 of the Securities Rules, B.C. Reg. 194/97, as amended by B.C. Reg. 18/98, as an exchange with "recognized resale requirements", provided that certain conditions were met;

7. the conditions specified in NIN#2000/09 include the requirement that (i) a final receipt for an issuer's initial public offering prospectus must have been issued on or before June 30, 2000, and (ii) an issuer's securities must be listed on CDNX on or before September 30, 2000;

8. Mandalay did not receive a final receipt for its initial public offering prospectus by June 30, 2000; and

9. CDNX has confirmed to the Commission that it is appropriate, in the circumstances, that the Resale Matrix apply to the Seed Shares;

AND WHEREAS the Executive Director considers that to do so would not be prejudicial to the public interest;

IT IS ORDERED under section 76 of the Act that any intended trade in Seed Shares distributed in British Columbia which are subject to section 140 of the Rules is deemed to be a distribution unless:

(a) Mandalay is a reporting issuer and the seller has held the Seed Shares for the time required by the Resale Matrix adopted by CDNX;

(b) Mandalay's common shares are listed for trading on CDNX on or before March 30, 2001;

(c) if the seller is an insider of Mandalay, other than a director or senior officer of Mandalay, the seller has filed all records required to be filed under sections 87 and 90 of the Act;

(d) if the seller is a director or senior officer of Mandalay, the seller has filed all records required to be filed under sections 87 and 90 of the Act and Mandalay has filed all records required to be filed under part 12 of the Act and of the Rules;

(e) the trade is not a distribution from the holdings of a control person;

(f) no unusual effort is made to prepare the market or to create a demand for the Seed Shares; and

(g) no extraordinary commission or other consideration is paid in respect of the trade.

DATED December 13, 2000, as amended by an order dated March 13, 2001.