Regal Resources Inc. – s. 144

Order

Headnote

National Policy 12-202 Revocation of Certain Cease Trade Orders -- Application by an issuer for a revocation of a cease trade order issued by the Commission in 2015 -- cease trade order issued because the issuer failed to file certain continuous disclosure documents required by Ontario securities law -- The issuer has filed with the Commission all continuous disclosure that it is required to file under Ontario securities law, except for the outstanding filings -- cease trade order revoked.

Applicable Legislative Provisions

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

National Policy 12-202 Revocation of Certain Cease Trade Orders.

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

AND

IN THE MATTER OF
REGAL RESOURCES INC.
(the Applicant)

ORDER

(Section 144 of the Act)

WHEREAS the securities of the Applicant are subject to a permanent cease trade order dated December 30, 2015, made by the director of the Ontario Securities Commission (the Commission) under paragraph 2 of subsection 127(1) of the Act (the Ontario Cease Trade Order), directing that all trading in the securities of the Applicant cease until the Ontario Cease Trade Order is revoked by the Director;

AND WHEREAS the Ontario Cease Trade Order was made on the basis that the Applicant was in default of certain filing requirements under Ontario securities law as described in the Ontario Cease Trade Order;

AND WHEREAS the Applicant has applied to the Commission pursuant to section 144(1) of the Act for a full revocation of the Ontario Cease Trade Order;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was incorporated in the province of British Columbia under the Business Corporations Act (British Columbia) on January 24, 2006.

2. The Applicant's head office is located at 1650 Cedar Crescent, Vancouver, BC V6J 2P9 and its registered office is located at 6th Floor, 905 West Pender Street, Vancouver, BC V6C 1L6.

3. The Applicant is a reporting issuer in the provinces of British Columbia, Ontario, and Alberta (the reporting jurisdictions). The applicant is not a reporting issuer in any other jurisdiction in Canada. The applicant's principal regulator is the British Columbia Securities Commission (BCSC).

4. The Applicant was listed as a mining issuer on the Canadian Securities Exchange (CSE) on May 11, 2009 and was delisted from the CSE at the market close on April 25, 2016.

5. The authorized capital of the Applicant consists of an unlimited number of common shares (common shares). As at the date hereof, 66,515,719 common shares are issued and outstanding. The applicant has also issued unsecured debentures issued on February 10, 2022 with a maturity date of May 12, 2025 in the aggregate principal amount of $2,885,000, bearing interest at 12% per annum with interest accruing until maturity, convertible into $0.10 units of the Company's securities, with each unit comprised of one common share and one half share purchase warrant to acquire an additional common share at an exercise price of $0.20 for a period of 24 months from the date of issuance of the warrants and 500,000 common share purchase warrants issued on March 2, 2023, each exercisable for a period of two years to acquire one common share at a price of $0.20 per share. Except as described in this paragraph, there are no securities issued and outstanding as of the date hereof that are convertible into or that give any person the right to acquire any securities of the applicant. The distributions described above were issued while the Ontario Cease Trade Order was in force pursuant to partial revocation orders issued by the BCSC and to subscribers resident in British Columbia and in the Yukon Canada and Colorado USA under exemptions available in British Columbia.

6. No securities of the Applicant are traded in Canada or any other country on a marketplace, as defined in National Instrument 21-101 -- Marketplace Operation, or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.

7. The Applicant is a junior mineral exploration and development company based in Vancouver, British Columbia.

8. The Applicant's sole mineral property consists of 295 claims totaling approximately 5,900 acres near Nogales, Arizona, about 72 kilometers South of Tucson, known as the "Sunnyside Project".

9. The Ontario Cease Trade Order was issued as a result of the applicant's failure to file its audited annual financial statements for the year ended July 31, 2015, and accompanying management's discussion and analysis (MD&A), within the timeframe required under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and certifications (NI 52-109 CERTIFICATES) of the foregoing filings as required by National Instrument 52-109 -- Certification Of Disclosure In Issuers' Annual And Interim Filings (collectively, the 2015 Annual Disclosure).

10. Subsequent to the failure to file the 2015 Annual Disclosure, the Applicant also failed to file the following documents in accordance with the requirements of Ontario securities laws:

a) audited annual financial statements, accompanying MD&As and NI 52-109 certificates for the years ended July 31, 2016 through to July 31, 2022, as required under NI 51-102;

b) unaudited interim financial reports, accompanying MD&As and NI 52-109 certificates for the interim periods ended October 31, 2015 through to October 31, 2022, as required under NI 51-102;

c) the disclosure required by Form 51-102F6 Statement of Executive Compensation -- Venture Issuers (Form 51-102F6V) for the years ended July 31, 2016 through to July 31, 2022;

d) the disclosure required by Form 52-110F2 Disclosure by Venture Issuers (Form 52-110F2) for the years ended July 31, 2016 through to July 31, 2022; and

e) the disclosure required by Form 58-101F2 Corporate Governance Disclosure (venture issuers) (Form 58-101F2) for the years ended July 31, 2016 through to July 31, 2022.

11. The 2015 Annual Disclosure and subsequent filings were not filed in a timely manner as a result of the Applicant's financial difficulties.

12. The Applicant is also subject to the cease trade orders from the Alberta Securities Commission and the BCSC (collectively, the Other Cease Trade Orders and, together with the Ontario Cease Trade Order, the Cease Trade Orders). The Applicant applied for revocations of the Other Cease Trade Orders concurrently with the application for the full revocation of the Ontario Cease Trade Order.

13. Since the issuance of the Ontario Cease Trade Order, the Applicant has prepared and filed the following documents in the Reporting Jurisdictions:

a) audited annual financial statements, accompanying MD&As and NI 52-109 Certificates for the years ended July 31, 2024 and July 31, 2023;

b) unaudited interim financial reports, accompanying MD&A and NI 52-109 Certificates for the interim period ended October 31, 2024;

c) the disclosure required by Form 51-102F6V for the years ended July 31, 2024 and July 31, 2023;

d) the disclosure required by Form 52-110F2 for the years ended July 31, 2024 and July 31, 2023; and

e) the disclosure required by Form 58-101F2 for the years ended July 31, 2024 and July 31, 2023.

14. The Applicant has not filed:

a) audited annual financial statements, accompanying MD&As and NI 52-109 Certificates for the years ended July 31, 2015 through to July 31, 2022;

b) unaudited interim financial reports, accompanying MD&As and NI 52-109 Certificates for the interim periods ended October 31, 2015 through to March 31, 2023;

c) the disclosure required by Form 51-102F6V for the years ended July 31, 2016 through to July 31, 2022;

d) the disclosure required by Form 52-110F2 for the years ended July 31, 2016 through to July 31, 2022; and

e) the disclosure required by Form 58-101F2 for the years ended July 31, 2016 through to July 31, 2022;

(collectively, the Outstanding Filings) and has requested that the Commission exercise its discretion, in accordance with sections 6 and 7 of National Policy 12-202 Revocation of Certain Cease Trade Orders, to elect not to require the Applicant to file the Outstanding Filings.

15. Except for the failure to file the Outstanding Filings, the Applicant is (i) up-to-date with all of its continuous disclosure obligations; (ii) is not in default of any of its obligations under the Cease Trade Orders; and (iii) is not in default of any requirements under the Act or the rules and regulations made pursuant thereto.

16. As of the date hereof, the Applicant's profiles on the SEDAR+ and the System for Electronic Disclosure by Insiders (SEDI) are current and accurate, in the case of SEDI for current reporting insiders.

17. The Applicant has paid all outstanding activity, participation and late filing fees that are required to be paid to the Commission and has filed all forms associated with such payments.

18. Since the issuance of the Cease Trade Orders, there have not been any material changes in the business, operations or affairs of the Applicant that have not been disclosed to the public.

19. The Applicant has undertaken to hold an annual general meeting of its shareholders within three months after the date on which the Cease Trade Orders are revoked.

20. Upon the issuance of this revocation order and concurrent revocations of the Other Cease Trade Orders, the Applicant will issue a news release announcing the revocation of the Cease Trade Orders and concurrently file the news release and a related material change report on SEDAR+.

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

AND UPON the Director being satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to section 144 of the Act that the Ontario Cease Trade Order is revoked.

DATED at Toronto, Ontario on this 21st day of May, 2025.

"Leslie Milroy" 
Manager, Corporate Finance 
Ontario Securities Commission

OSC File #: 2025/0170