Conquest Resources Limited. - s. 147

Headnote

Section 147 - Exemption from provisions of sections 13.2 and 13.5 of OSC Policy 5.2 where price per share at whichdebt is to be converted into shares is below $0.20 per share and the amount of debt exceeds $50,000.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am. Ss. 6 and 147.

Regulations Cited

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am.

Rules Cited

In the Matter of Certain Trades in Securities of Junior Natural Resource Issuers (1997), 20 OSCB 1218, as amended.

UPON the application (the "Application") of Conquest Resources Limited (the "Issuer") to the Ontario SecuritiesCommission ("the "Commission") for an order pursuant to section 147 of the Act exempting the Issuer from theprovisions of section 13.2 and clause 13.5(b) of the Ontario Securities Commission Policy Statement No. 5.2 nowdeemed to be a rule pursuant to the rule entitled In the Matter of Certain Trades in Securities of Junior ResourcesIssuers (1997) 20 O.S.C.B. 1218 as amended (the "Junior Resources Issuers Rule"), which restricts the price per shareat which any debt may be converted to shares;

AND UPON the Issuer having represented to the Commission that:

1. The Issuer was incorporated under the laws of the Province of Ontario on January 23, 1945.

2. The Issuer is a reporting issuer under the Act and under the securities legislation of British Columbia andAlberta and is not on the list of defaulting reporting issuers maintained pursuant to the Act.

3. The common shares in the capital of the Issuer are quoted on the Canadian Venture Exchange ("CDNX").

4. The price of the Conquest shares, as of January 11, 2001, applied without discount is $0.10.

5. In connection with the debt settlement agreements entered into between the Issuer and certain creditorspursuant to which the Issuer (subject to regulatory approval) would issue shares in settlement of certain debts(the "Debt Settlement"), the Issuer proposes to issue 552,698 Conquest shares having a deemed value of$55,269.80 and cash payments of $22,960.08 in satisfaction of accounts payable to various arm's-lengthcreditors (the "Creditors") in the amount of $78,255.95.

6. The Issuer has complied with all applicable CDNX rules in reaching the debt settlement agreements.

7. Section 13.2 of the Junior Resource Issuers Rule would require that the Conquest shares be issued at $0.20per share and requires the approval of disinterested shareholders for shares for debt settlements over$50,000.00.

8. Section 13.5, clause (b) of the Junior Resource Issuers Rule would require that Conquest obtain the approvalof disinterested shareholders where the amount of the debt which has been settled by the issuance of sharesin any 12-month period exceeds $50,000.

9. The Creditors have expressed their willingness to receive 552,698 Conquest shares at $0.10 per share andcash payments of $22,960.08 in satisfaction of such accounts payable.

10. The disinterested shareholders will suffer no discernable prejudice if approval for the issuance of 552,698shares to the Creditors is not sought.

11. In entering these agreements with Creditors, Conquest has advised them that of the applicable provisions ofthe Junior Resource Issuers Rule and that Conquest would be seeking relief from such provisions.

12. The Debt Settlement agreement will otherwise comply with the provisions of Article 13 of the Junior ResourceIssuers Rule.

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

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

IT IS ORDERED, pursuant to section 147 of the Act, that the Issuer is exempt from the provisions of sections13.2 and clause 13.5(b) of the Junior Resource Issuers Rule in respect of the issuance of Conquest shares to theCreditors in relation to the Creditors in relation to the Debt Settlement.

March 19, 2001.

Iva Vranic