Baltic Resources Inc. - ss. 83.1(1), ss. 9.1(1) of NI 43-101 and ss. 59(2) of Sched. 1 of Reg. 1015

Headnote

Subsection 83.1(1) - Issuerdeemed to be a reporting issuer in Ontario - Issuer has beena reporting issuer in Alberta and in British Columbia sinceFebruary 10,1998 - Issuer listed and posted for trading on theCanadian Venture Exchange - continuous disclosure requirementsof Alberta and British Columbia substantially identical to thoseof Ontario.

NI 43-101 - issuer exempt fromfiling technical report in subsection 4.1(1) of NI 43-101 andfrom related fee set out in subsection 53(1) of Schedule 1 toReg.

Statutes Cited

Securities Act, R.S.O. 1990,c. S.5, as am., ss. 83.1(1).

Regulations Cited

Regulation 1015, R.R.R. 1990,as am., Schedule 1- ss. 53(1), 59(2).

National Instruments Cited

National Instrument 43-101 -Standards of Disclosure for Mineral Projects (2001), 24 OSCB303, ss. 4.1(1), 9.1(1).

IN THE MATTER OF

THE SECURITIES ACT

R.S.O 1990, C.S.5 AS AMENDED(the "Act")

AND

IN THE MATTER OF

BALTIC RESOURCES INC.

ORDER

(Subsection 83.1 (1) of theAct, Subsection 9.1(1) of NI 43-101 & Subsection 59(2) ofSchedule 1 to the Regulation)

UPON the application(the "Application") of Baltic Resources Inc. (the"Issuer") for an order pursuant to subsection 83.1(1) of the Act deeming the Issuer to be a reporting issuer forthe purposes of the Ontario securities laws;

AND UPON the applicationof the Issuer to the Director of the Commission for a decisionthat the Issuer be exempt from the requirement contained insubsection 4.1(1) of NI 43-101 to file a technical report uponfirst becoming a reporting issuer in Ontario and pursuant tosubsection 59(2) of Schedule 1 to the Regulation for a decisionthat the Applicant be exempt from the requirement containedin subsection 53(1) of Schedule 1 to the Regulation to pay afee in connection with this application;

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

AND UPON the Issuer representingto the Commission and the Director that:

1. The Issuer was incorporatedas 707489 Alberta Ltd. under the Business Corporations Act(Alberta) on August 27, 1996. The Issuer's name was changedto Baltic Resources Inc. on January 14, 1997.

2. The head office of theIssuer is located at Suite 202, 1212-31st Avenue N.E., Calgary,Alberta T2E 7S8.

3. The Issuer is authorizedto issue an unlimited number of common shares and an unlimitednumber of preferred shares.

4. As of June 21, 2002, 11,855,000common shares and no preferred shares were issued and outstanding.Incentive stock options entitling the holders to purchaseup to 1,075,000 additional common shares of the Issuer werealso outstanding.

5. The Issuer has been a reportingissuer under the Securities Act (Alberta) (the "AlbertaAct") and the Securities Act (British Columbia) (the"B.C. Act") since February 10, 1998. The Issueris not in default of any requirement of the Alberta Act orthe B.C. Act.

6. The common shares of theIssuer are listed on the TSX Venture Exchange (the "TSXVX")and the Issuer is in compliance with all requirements of theTSXVX. The Issuer is not a designated capital pool companyby the TSXVX.

7. The TSXVX requires allof its listed issuers, which are not otherwise reporting issuersin Ontario, to assess whether they have a "significantconnection to Ontario" as defined in Policy 1.1 of theTSXVX Corporate Finance Manual.

8. The TSXVX requires thatwhere an issuer, which is not otherwise a reporting issuerin Ontario, becomes aware that it has a significant connectionto Ontario, the issuer promptly make a bona fide applicationto the Commission to be deemed a reporting issuer in Ontario.

9. The Issuer has determinedthat it has a significant connection to Ontario in that (i)its most advanced property is located in Ontario, (ii) morethan 30% of the Issuer's outstanding shares are held by beneficialowners resident in Ontario and (iii) one of the directorsis resident in Ontario.

10. The Issuer has appliedto the Commission pursuant to subsection 83.1(1) of the Actfor an order that it be deemed a reporting issuer in Ontario.

11. Subsection 4.1(1) of NI43-101 provides that, upon first becoming a reporting issuerin a Canadian jurisdiction, an issuer shall file with thesecurities regulatory authority in that Canadian jurisdiction,a current technical report for each property material to theissuer.

12. The Issuer does not havea current technical report and would not otherwise be requiredto file a technical report pursuant to NI 43-101 at this timeexcept for having to become a reporting issuer in Ontariopursuant to the CDNX Corporate Finance Manual.

13. The Issuer is not a reportingissuer in Ontario and is not a reporting issuer, or equivalent,in any jurisdiction other than Alberta and British Columbia.

14. The continuous disclosurerequirements of the Alberta Act and the B.C. Act are substantiallythe same as the requirements under the Act.

15. The continuous disclosurematerials filed by the Issuer under the Alberta Act and theB.C. Act are available on the System for Electronic DocumentAnalysis and Retrieval.

16. There have been no penaltiesor sanctions imposed against the Issuer by a court relatingto Canadian securities legislation or by a Canadian securitiesregulatory authority, and the Issuer has not entered intoany settlement agreement with any Canadian securities regulatoryauthority.

17. Neither the Issuer norany of its directors, officers nor, to the knowledge of theIssuer, its directors and officers, any of its controllingshareholders, has: (i) been the subject of any penalties orsanctions imposed by a court relating to Canadian securitieslegislation or by Canadian securities regulatory authority,(ii) entered into a settlement agreement with a Canadian securitiesregulatory authority, or (iii) been subject to any other penaltiesor sanctions imposed by a court or regulatory body that wouldbe likely to be considered important to a reasonable investormaking an investment decision.

18. Neither the Issuer norany of its directors, officers nor, to the knowledge of theIssuer, its directors and officers, any of its controllingshareholders, is or has been subject to any known ongoingor concluded investigations by: (a) a Canadian securitiesregulatory authority, or (b) a court of regulatory body, otherthan a Canadian securities regulatory authority, that wouldbe likely to be considered important to a reasonable investormaking an investment decision.

19. Neither the Issuer norany of its directors, officers nor, to the knowledge of theIssuer, its directors and officers, any of its controllingshareholders, is or has been subject to any bankruptcy orinsolvency proceedings, or other proceedings, arrangementsor compromises with creditors, or appointment of a receiver,receiver-manager or trustee, within the preceding 10 years.

20. None of the directorsor officers of the Issuer, nor to the knowledge of the Issuer,its directors and officers, any of the controlling shareholders,is or has been at the time of such event a director or officerof any issuer which is or has been subject to: (i) any ceasetrade or similar order, or orders that denied access to anyexemptions under Ontario securities law, for a period of morethan 30 consecutive days, within the preceding 10 years.

AND UPON the Commissionbeing satisfied that to do so would not be prejudicial to thepublic interest;

IT IS HEREBY ORDEREDpursuant to subsection 83.1 (1) of the Act that the Issuer bedeemed to be a reporting issuer for the purposes of Ontariosecurities law;

AND IT IS DECIDED pursuantto subsection 9.1(1) of NI 43-101 that the Issuer is exemptfrom subsection 4.1(1) of NI 43-101 upon being deemed to bea reporting issuer in Ontario;

AND IT IS FURTHER DECIDEDpursuant to subsection 59(2) of Schedule I to the Regulationthat the Issuer is exempt from the requirement contained insubsection 53(1) of Schedule I to the Regulation to pay a feein connection with the making of this application insofar asit refers to NI 43-101.

July 3, 2002.

"Margo Paul"