MineGem Inc. - ss. 1(6) of the OBCA

Headnote

Subsection 1(6) of the OBCA - issuer deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT (ONTARIO)

R.S.O. 1990, CHAPTER B.16, AS AMENDED (THE "OBCA")

AND

IN THE MATTER OF

MINEGEM INC.

ORDER

(Subsection 1(6) of the OBCA)

UPON the application of MineGem Inc. ("MineGem") to the Ontario Securities Commission (the "Commission") for an order pursuant to subsection 1(6) of the OBCA that MineGem be deemed to have ceased to be offering its securities to the public;

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

AND UPON MineGem having represented to the Commission that:

1. MineGem is a corporation incorporated under the OBCA with its head office in Ontario;

2. MineGem is an "offering corporation" as defined in the OBCA;

3. MineGem is not a reporting issuer in any jurisdiction in Canada;

4. MineGem is not in default of any of the requirements of the Securities Act (Ontario) and the rules and regulation made thereunder;

5. MineGem's authorized capital consists of an unlimited number of common shares (the "Common Shares") and an unlimited number of Class B special shares issuable in series, of which 49,879,585 Common Shares and no Class B special shares were issued and outstanding as at February 5, 2004;

6. As a result of a take-over bid and subsequent compulsory acquisition, all of the outstanding Common Shares have been acquired by European Diamonds PLC ("EDP");

7. There are no outstanding securities of MineGem other than the Common Shares owned by EPD and options to purchase Common Shares which are held by one person;

8. MineGem now has less than 15 security holders in each of the jurisdictions of Canada and less than 51 security holders in total in Canada;

9. Following the acquisition of all of the Common Shares by EDP, the Common Shares were de-listed from the NEX board of the TSX Venture Exchange at the close of business on February 5, 2004;

10. No securities of MineGem are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation; and

11. MineGem does not intend to seek public financing by way of an offering of its securities; and

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

IT IS ORDERED pursuant to subsection 1(6) of the OBCA, that MineGem is deemed to have ceased to be offering its securities to the public for purposes of the OBCA.

March 9, 2004.