Welcome Opportunities Ltd. - ss. 83.1(1)

Headnote

StatutesCited

INTHE MATTER OF

THESECURITIES ACT

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

AND

INTHE MATTER OF

WELCOMEOPPORTUNITIES LTD.

ORDER

(Subsection83.1(1))

UPONthe application of Welcome Opportunities Ltd (the "Company")for an order pursuant to subsection 83.1(1) of the Act deemingthe Company to be a reporting issuer for the purposes of Ontariosecurities law;

ANDUPON considering the application and the recommendationof the staff of the Commission;

ANDUPON the Company representing to the Commission asfollows:

1.the Company was incorporated under the Company Act (BritishColumbia) on August 4, 1964;

2.the head office of the Company is located in Vancouver, BritishColumbia;

3.the Company has been a reporting issuer under the SecuritiesAct (British Columbia) (the "BC Act") since April 14, 1986 andthe Securities Act (Alberta) (the "Alberta Act") since July1, 2001 and is not in default of any of the requirements ofeither the BC Act or the Alberta Act;

4.the common shares of the Company became listed on the CanadianVenture Exchange (formerly the Vancouver Stock Exchange) (the"CDNX") on August 27, 1973 and trade under the symbol "WLO",and the Company is not in default of any requirements of theCDNX;

5.the Company is not a reporting issuer under the securities legislationof any other jurisdiction in Canada;

6.the authorized capital of the Company consists of 100,000,000common shares without par value, of which 4,522,398 common shareswere issued and outstanding as of September 27, 2001;

7.approximately 48.5% of the total issued common shares of theCompany are registered to residents of Ontario, whose last addresson the Company's register of shareholders was in Ontario, asat July 17, 2001;

8.the continuous disclosure requirements of the BC Act and theAlberta Act are substantially the same as the requirements underOntario securities law;

9.the continuous disclosure materials filed by the Company underthe BC Act and the Alberta Act is comparable to the materialthat would have been filed in Ontario had the Company been areporting issuer in Ontario;

10.the continuous disclosure materials filed by the Company underthe BC Act since July, 1997 and under the Alberta Act sinceJuly 1, 2001 are available on the System Electronic DocumentAnalysis and Retrieval;

11.there have not been any penalties or sanctions imposed againstthe Company by a court relating to Canadian securities legislationor by a Canadian securities regulatory authority and no settlementagreements have been entered into by the Company;

12.there have not been any penalties or sanctions imposed againstany of the Company's officers, directors or significant shareholderswithin the last 10 years by a court relating to Canadian securitieslegislation or by a Canadian securities regulatory authority,nor has any of them entered into any settlement agreement witha Canadian securities regulatory authority, nor have they beensubject to any other penalties or sanctions imposed by a courtor regulatory body that would be likely to be considered importantto a reasonable investor making an investment decision;

13.neither the Company nor any of its officers, directors, norsignificant shareholders, has been subject to any known ongoingor concluded investigations by a Canadian securities regulatoryauthority, or by a court or regulatory body, other than a Canadiansecurities regulatory authority, that would be likely to beconsidered important to a reasonable investor making an investmentdecision; or any bankruptcy or insolvency proceedings, or otherproceedings, arrangements or compromises with creditors, orthe appointment of a receiver, receiver-manager or trustee,within the preceding 10 years;

14.none of the officers or directors or significant shareholdersof the Company, within the past 10 years, is or has been atthe time of such event, an officer or director of any otherissuer which is or has been subject to any cease trade or similarorders, or orders that denied access to any exemptions underOntario securities law, for a period of more than 30 consecutivedays; or any bankruptcy or insolvency proceedings or other proceedings,arrangements or compromises with creditors, or the appointmentof a receiver, receiver-manager or trustee;

ANDUPON the Commission being satisfied that to do so wouldnot be prejudicial to the public interest;

ITIS HEREBY ORDERED pursuant to subsection 83.1(1) ofthe Act that the Company be deemed a reporting issuer for purposesof Ontario securities law.

January10th, 2002.

"MargoPaul"