Ra Resources Ltd.

Headnote

Section 144 -- application for variation of cease trade order -- issuer cease traded due to failure to file with the Commission annual financial statements -- issuer has applied for a variation of the cease trade order to permit the issuer to proceed with an amalgamation pursuant to which all of the issuer's outstanding common shares would be acquired in a statutory procedure pursuant to the Business Corporations Act (Ontario) -- partial revocation granted.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED

(the ACT)

AND

IN THE MATTER OF

RA RESOURCES LTD.

(the Applicant)

ORDER

WHEREAS the securities of the Applicant are subject to a temporary cease trade order made by the Director dated December 6, 2010 under paragraph 2 of subsection 127(1) and subsection 127(5) of the Act and a further cease trade order issued by the Director on December 17, 2010 pursuant to subsection 127(1) of the Act (together, the Cease Trade Order) directing that trading in the securities of the Applicant cease until the Cease Trade Order is revoked;

AND WHEREAS the Applicant has applied to the Ontario Securities Commission (the Commission) pursuant to section 144 of the Act for a partial revocation of the Cease Trade Order to permit the Applicant to proceed with a proposed transaction pursuant to which Golden Phoenix Minerals Ltd. (Golden Phoenix) will acquire 100% of the issued and outstanding securities of the Applicant (theAcquisition).

AND WHEREAS the Applicant has represented to the Commission that:

1. The Applicant is a corporation incorporated under the Business Corporations Act (Ontario). The Applicant's head office is located in Toronto, Ontario

2. The Applicant's authorized capital consists of an unlimited number of common shares (the Ra Shares) and an unlimited number of preferred shares, issuable in series. On the date of this order, there are 5,925,000 Ra Shares issued and outstanding and nil preferred shares. There are also 200,000 outstanding stock options that entitle the holder to purchase that same number of Ra Shares (the Ra Options), with each such option exercisable at a price of $0.10 per Ra Share until March 1, 2012. Other than the Ra Shares, Ra Options and the Acquisition, there are no outstanding warrants, options or other rights to acquire Ra Shares.

3. The Applicant is a "reporting issuer" in the Provinces of Alberta, British Columbia and Ontario, however, none of its securities are listed for trading on any stock exchange.

4. The Cease Trade Order was issued as a result of the Applicant's failure to file its annual audited financial statements, management's discussion and analysis, and certification of annual filings for the fiscal year ended July 31, 2010 within the time prescribed by securities legislation (collectively, the 2010 Annual Filings).

5. The delay in filing the 2010 Annual Filings arose as a consequence of financial hardship following which the Applicant was unable to pay the fees of various service providers, including its auditors.

6. In addition to the 2010 Annual Filings, the Filer has subsequently failed to file its interim unaudited financial statements, interim management's discussion and analysis, and certification of interim filings, for the interim period ended October 31, 2010 (together with the 2010 Annual Filings, the Unfiled Continuous Disclosure).

7. The Applicant is also subject to a cease trade order issued by the British Columbia Securities Commission (BCSC) dated December 7, 2010 and is concurrently applying to the BCSC for a partial revocation of the cease trade order issued in that jurisdiction.

8. The Applicant has entered into an agreement with Golden Phoenix that provides that Golden Phoenix will acquire 100% of the issued and outstanding securities of the Applicant.

9. Golden Phoenix is a corporation incorporated pursuant to the laws of Nevada. Golden Phoenix's head office is located in Nevada. Golden Phoenix is not a reporting issuer or its equivalent in any jurisdiction of Canada.

10. The Acquisition is structured to be carried out by way of a three cornered amalgamation (the Amalgamation) involving Golden Phoenix, the Applicant and 2259299 Ontario Inc. (Newco), a wholly-owned subsidiary of Golden Phoenix that has been incorporated for the sole purpose of effecting the Amalgamation.

11. Golden Phoenix, the Applicant and Newco have entered into an amalgamation agreement, which provides that the Amalgamation will have the following principle steps:

(i) the Applicant and Newco will amalgamate pursuant to the Business Corporations Act (Ontario) to form a newly amalgamated corporation (Amalco);

(ii) each issued and outstanding common share of Newco will be converted into one common share of Amalco;

(iii) the former shareholders of Ra Shares will receive 3.5 shares of common stock of Golden Phoenix (Golden Phoenix Shares) for each Ra Share; and

(iv) in consideration of the issuance of Golden Phoenix Shares, Golden Phoenix will receive 100% of the issued and outstanding shares of Amalco.

12. All outstanding Ra Options to acquire Ra Shares will be converted into options to acquire Golden Phoenix Shares.

13. The Amalgamation will have the following results:

(i) the Applicant (as the newly-formed Amalco) will be a wholly-owned subsidiary of Golden Phoenix; and

(ii) former shareholders of the Applicant will become shareholders of Golden Phoenix, holding approximately 15.6% of the outstanding Golden Phoenix Shares.

14. The Acquisition was negotiated at arm's length between the Applicant and Golden Phoenix.

15. The Applicant's shareholders approved the Amalgamation at a shareholder meeting held on December 16, 2010.

16. Upon completion of the Acquisition, Golden Phoenix will cause the Applicant to complete and file all outstanding continuous disclosure documents including the Unfiled Continuous Disclosure.

17. Pursuant to the Acquisition, a "trade" (as such term is defined in the Act) would occur in Ontario and in all other jurisdictions in which present holders of Ra Shares reside. All such trades will be exempt from the requirement to file a prospectus by virtue of the Acquisition being an "amalgamation that is under a statutory procedure" pursuant to section 2.11 of National Instrument 45-106 - Prospectus and Registration Exemptions.

18. On completion of the Acquisition and the filing of the Unfiled Continuous Disclosure, the Applicant intends to apply to the Commission and the BCSC for full revocation orders and to apply for an order that the Applicant is not a reporting issuer in all the jurisdictions of Canada in which it is currently a reporting issuer.

19. The Acquisition involves a trade of securities and therefore cannot be concluded without obtaining a partial revocation of the Cease Trade Order.

20. Golden Phoenix will provide a signed and dated acknowledgement that all securities of the Applicant will remain subject to the Cease Trade Order until such time as a full revocation order is issued.

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

AND UPON the Director being satisfied that it would not be prejudicial to the public interest to grant the partial revocation of the Cease Trade Order.

IT IS ORDERED, pursuant to section 144 of the Act, that the Cease Trade Order is partially revoked solely to permit trades in securities of the Applicant in connection with the Acquisition.

DATED at Toronto this 5th day of April, 2011.