Royal Oak Ventures

IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF
COLLIN FRASER, GEORGE A.T. WILLIAMS and
FREDERIC LAPOINTE

AND

ROYAL OAK VENTURES INC.

ORDER
(Section 144)

WHEREAS the securities of Royal Oak Ventures Inc., formerly Royal Oak Mines Inc, are subject to an Order of the Ontario Securities Commission (the "Commission") dated March 1, 2000 (the "Cease Trade Order") pursuant to section 127 of the Act, extending a Temporary Order of the Commission dated February 16, 2000 made under section 127 of the Act, ordering that trading in securities of Royal Oak Ventures Inc. cease;

AND WHEREAS Colin Fraser, George A.T. Williams and Frederic Lapointe ( the "Vendors") have made an application to the Commission pursuant to section 144 of the Act (the "Application") for an order varying the Cease Trade Order in order to allow for the disposition by the said Colin Fraser, George A. T. Williams and Frederic Lapointe of 5,000, 3,000 and 160 common shares of Royal Oak Ventures Inc. (the "Securities") respectively for the purpose of establishing a tax loss;

AND WHEREAS Ontario Securities Commission Policy 57-602 provides that the Commission is prepared to vary an outstanding cease trade order to permit the disposition of securities subject to the cease trade order for the purpose of establishing a tax loss where the Commission is satisfied that the disposition is being made, so far as the securityholder is concerned, solely for the purpose of that securityholder establishing a tax loss and provided that the securityholder provides the purchaser with a copy of the cease trade order and the variation order;

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

AND UPON the Vendors having represented to the Commission that:

(i)The Vendors acquired the Securities prior to the issuance of the Cease Trade Order;

(ii)The Vendors will effect the proposed disposition of the Securities (the "Disposition") solely for the purpose of establishing a tax loss in respect of such Disposition; and

(iii)The Vendors have provided purchaser Etel Grunberg (the "Purchaser") with a copy of the Cease Trader Order and will provide the Purchaser with a copy of the present Order; and

(iv)The Vendors have purchased the Securities for an average cost per share of $ 1.7713 for Colin Fraser, $ 0.87667 for George A. T. Williams and $ 6.0525 for Frederic Lapointe, and the Purchaser has agreed to purchase the Securities for a total consideration of $1.00 to each of the Vendors; and

(v)The Vendors have represented that they have no relation with the issuer Royal Oak Ventures Inc.;

AND UPON the Commission being of the opinion that to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to section 144 of the Act that the Cease Trade Order be and is hereby varied in order to permit the Disposition.

December 20th, 2000


"John Hughes"
Manager, Continuous Disclosure