Jilbey Enterprises Ltd. - ss. 74(1) and ss. 59(2) of Sched. I to Regulation

Headnote

Reporting issuer granted registration relief.TSX Venture Exchange considered a recognized stock exchangefor the purposes of paragraph 35(2)14.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.ss. 74(1), 35(2)14.

Orders Cited

Recognition Order 21-901 - Stock Exchange RecognitionOrder (2001) 24 OSCB 6427.

IN THE MATTER OF

THE SECURITIES ACT

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

AND

IN THE MATTER OF

JILBEY ENTERPRISES LTD.

(the "Issuer")

ORDER

(Subsection 74(1) of the Act& Subsection 59(2) of Schedule I to the Regulation underthe Act)

UPON the Issuer having applied to theCommission pursuant to section 74 of the Act for an order thatthe Issuer not be subject to the requirements of paragraph 35(2)14of the Act;

AND UPON considering the applicationand the recommendation of the staff of the Commission;

AND UPON the Issuer having representedto the Commission that:

1. The Issuer was incorporated in BritishColumbia and continued under the Canada Business CorporationsAct on August 26, 1993;

2. The authorized capital consists of 100,000,000common shares without minimal or par value of which 5,317,322common shares were issued and outstanding as of May 28, 2002;

3. The Issuer's securities are listed andposted for trading on the TSX Venture Exchange;

4. On May 10, 2002, an option assignment wasentered into between the Issuer and ECI Mineral ResourcesLimited ("ECI") pursuant to which the Corporationwas assigned all of ECI's right, title and interest to theGold Canyon Option;

5. The Issuer will be issuing 400,000 commonshares, in partial consideration for the assignment of ECI'sright, title and interest to the Gold Canyon Option;

6. The TSX Venture Exchange accepted for filingthe Gold Canyon Option Assignment on June 12, 2002;

7. The TSX Venture Exchange is not a recognizedexchange for the purpose of paragraph 35(2)14 of the Act;

8. According to the Recognition order 21-901,the TSX Venture Exchange is a recognized exchange for thepurpose of paragraph 72(1)m of the Act;

9. The Issuer is exempt from the prospectusrequirement for the issuance of 400,000 common shares underthe Gold Canyon Option Assignment.

AND UPON the Commission being satisfiedthat to make this order would not be prejudicial to the publicinterest;

IT IS ORDERED pursuant to subsection74(1) of the Act that Jilbey Enterprises Ltd. is not subjectto the requirement of paragraph 35(2)14 of the Act.

August 15, 2002.

"Robert W. Korthals"                    "HowardI. Wetston"

AND IT IS FURTHER DECIDED pursuant tosubsection 59(2) of Schedule I to the Regulation that the Issueris exempt from the requirement contained in subsection 53(1)of Schedule I to the Regulation to pay a fee in connection withthe making of this application.

August 15, 2002.

"Iva Vranic"