Order: In the Matter of Good Mining Exploration Inc.
IN THE MATTER OF
THE SECURITIES ACT, RSO 1990, c S.5
- and –
IN THE MATTER OF
GOOD MINING EXPLORATION INC.
(Section 144 of the Act)
- the securities of Good Mining Exploration Inc. (the Filer) are subject to a cease trade order dated June 22, 2015, issued by the Ontario Securities Commission (the Commission) pursuant to paragraph 2 of subsection 127(1) of the Act (the Cease Trade Order) directing that all trading in securities of the Filer cease until further order by the Commission;
- the Cease Trade Order was made on the basis that the Filer was in default of certain filing requirements under Ontario securities law as described in the Cease Trade Order;
- the Filer has applied to the Commission pursuant to section 144 of the Act for a revocation of the Cease Trade Order (the Application);
- the Filer has represented to the Commission as follows:
- the Filer was incorporated on October 5, 2012, under the Business Corporations Act (Ontario). The Filer’s registered office is located at 4655 Line 10 North, Coldwater, Ontario, L0K 1E0;
- the Filer is a mining company and an issuer in Ontario but is not a reporting issuer or the equivalent in any Canadian jurisdiction or an issuer whose securities trade on a recognized exchange;
- the authorized capital of the Filer is comprised of an unlimited number of common shares and an unlimited number of Class A, Class B and Class C preference shares of which 88,822,386 common shares, 750,000 Class A preference shares, 4,000,000 Class B preference shares and 200,000 Class C preference shares are issued and outstanding as of the date hereof. The Filer has no other securities (including debt securities) issued and outstanding;
- the Cease Trade Order was issued as a result of the Filer’s failure to file a technical report prepared by an independent qualified person, as such term is defined in National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101), with respect to certain mineral resource estimates that the Filer made available to the public by posting them on its website beginning on November 5, 2014, and other mineral estimates made available on November 18, December 8 and December 22, 2014, and May 5 and 12, 2015 (collectively the Press Releases), as required by subsection 4.2(5)(a)(iii) and sections 5.1 and 5.3 of NI 43-101 (the Default). The Filer is not subject to any other cease trade orders;
- subsequent to the Press Releases being made, the Filer discovered that the results disclosed in the Press Releases were invalid. As a result, the Filer does not have reliable assay results that would be required in order to prepare and file a technical report and thereby remedy the Default;
- the Filer has removed the Press Releases from its website and has issued corrective disclosure by way of a press release posted on its website on July 6, 2016 and mailed to each of its shareholders;
- the Filer, on issuance of this order, will post a press release on its website with respect to the revocation of the Cease Trade Order and will mail such press release to each of its shareholders; and
5. the Filer has filed in this proceeding a draft disclosure document, which is attached to this order as Schedule “A”, and intends, given the particular circumstances that led to the imposition of the Cease Trade Order, to provide disclosure substantially in that form, together with any necessary updates (the Disclosure Document) to prospective purchasers of the Filer's securities;
AND UPON reviewing the Application and Disclosure Document, and being advised by Staff of the Commission that it consents to this order;
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
IT IS ORDERED pursuant to subsection 144(1) of the Act that the Cease Trade Order is revoked, on the condition that, pursuant to subsection 144(2) of the Act, the Filer shall, for a period of one year from the date of this order, provide the Disclosure Document to prospective purchasers of the Filer's securities in any distribution of the Filer's securities that is exempt from the prospectus requirement contained in section 53 of the Act.
Dated this 11th day of January, 2017