Resource Equity Ltd. - ss. 83.1(1)

Headnote

Subsection 83.1(1) B issuer deemed to be a reportingissuer in Ontario B issuer has been a reporting issuer in BritishColumbia since 1999 and in Alberta since 1998 B issuer's securitieslisted and posted for trading on the CDNX B continuous disclosurerequirements of British Columbia and Alberta substantially identicalto those of Ontario.

Statues Cited

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

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, CHAPTER S.5,AS AMENDED (THE "ACT")

AND

IN THE MATTER OF

RESOURCE EQUITY LTD.

ORDER

(Subsection 83.1(1))

UPON the application of Resource EquityLtd. ("Resource Equity") for an order pursuant tosubsection 83.1(1) deeming Resource Equity to be a reportingissuer for the purposes of Ontario securities law;

AND UPON considering the applicationand the recommendation of the staff of the Ontario SecuritiesCommission (the "Commission");

AND UPON Resource Equity representingto the Commission as follows:

1. Resource Equity is a Corporation incorporatedon August 17, 1984 in the Province of Alberta and continuedinto Ontario on November 8, 2001. The head office of ResourceEquity is Suite 200, 56 Temperance Street, Toronto, Ontario,M5H 3V5.

2. Resource Equity became a reporting issuerunder the Securities Act (Alberta) (the "AlbertaAct") on October 28, 1988, as a result of an exchangeoffering prospectus.

3. Resource Equity became a reporting issuerunder the Securities Act (British Columbia) (the "BritishColumbia Act") on November 26, 1999, as a result of themerger of the Alberta Stock Exchange and the Vancouver StockExchange to form the Canadian Venture Exchange (the "CDNX").

4. Resource Equity is not currently a reportingissuer in Ontario or in any other jurisdiction, other thanAlberta and British Columbia.

5. The authorized share capital of ResourceEquity consists of an unlimited number of Common Shares, withoutpar value, and an unlimited number of first preferred shares,without par value. As of this date, 2,344,000 common sharesare issued and no preferred shares are issued.

6. The shares of Resource Equity were listedand posted for trading on November 17, 1988 on The AlbertaStock Exchange and on November 8, 1999 on CDNX and have remainedlisted since that date. Resource Equity is not in defaultof any of the rules or regulations of CDNX.

7. Resource Equity is not in default of anyof the requirements of the British Columbia Act or the AlbertaAct.

8. The continuous disclosure requirementsof the British Columbia Act and the Alberta Act are substantiallythe same as the requirements under the Act.

9. The continuous disclosure materials filedby Resource Equity under the British Columbia Act since June30, 2000, the date from which the British Columbia Act transitionprovisions expired, and under the Alberta Act since July 1,1997 are available on the System for Electronic Document Analysisand Retrieval.

10. Resource Equity has not been subject toany penalties or sanctions imposed against Resource Equityby a court relating to Canadian securities legislation orby a Canadian securities regulatory authority, and has notentered into any settlement agreement with any Canadian securitiesregulatory authority.

11. Neither Resource Equity, nor, to the knowledgeof Resource Equity, its officers and directors, or any shareholderof Resource Equity holding sufficient securities of ResourceEquity to affect materially the control of Resource Equity,has:

a. been the subject of any penalties orsanctions imposed by a court relating to Canadian securitieslegislation or by a Canadian securities regulatory authority;

b. entered into a settlement agreement witha Canadian securities regulatory authority; or

c. been subject to any other penalties orsanctions imposed by a court or regulatory body that wouldbe likely to be considered important to a reasonable investormaking an investment decision.

12. None of Resource Equity, any officer ordirector of Resource Equity, nor, to the knowledge of ResourceEquity, its officers and directors, or any shareholder ofResource Equity holding sufficient securities of ResourceEquity to affect materially the control of Resource Equity,has been subject to:

a. any known ongoing or concluded investigationsby: (i) a Canadian securities regulatory authority; or (ii)a court or regulatory body, other than a Canadian securitiesregulatory authority, that would be likely to be consideredimportant to a reasonable investor making an investmentdecision; or

b. any bankruptcy or insolvency proceedings,or other proceedings arrangements or compromises with creditors,or the appointment of a receiver, receiver-manager or trustee,within the preceding 10 years.

13. None of the directors or officers of ResourceEquity, nor to the knowledge of Resource Equity, its directorsand officers, or any of its controlling shareholders, is orhas been at the time of such event, a director or officerof any other issuer which is or has been subject to:

a. any cease trade or similar orders, ororders that denied access to any exemptions under Ontariosecurities law, for a period of more than 30 consecutivedays, within the preceding 10 years; or

b. any bankruptcy or insolvency proceedings,or other proceedings, arrangements or compromises with creditors,or been the subject of the appointment of a receiver, receiver-manageror trustee, within the preceding 10 years.

14. Resource Equity seeks to become a reportingissuer in Ontario because it has a significant connectionto Ontario since Resource Equity's head office is locatedin Ontario and greater than 60% of Resource Equity's equitysecurities are beneficially owned by residents of Ontario.

AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to subsection83.1(1) of the Act that Resource Equity be deemed to be a reportingissuer for the purposes of Ontario securities law.

April 10, 2002.

"Iva Vranic"