Securities Law & Instruments

Headnote

Application by an issuer for a revocation of a cease trade order issued by the Commission -- cease trade order issued because the issuer had failed to file certain continuous disclosure materials required by Ontario securities law -- defaults subsequently remedied by bringing continuous disclosure filings up-to-date -- cease trade order revoked.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5, AS AMENDED

(the Act)

AND

IN THE MATTER OF

ZARUMA RESOURCES INC.

ORDER

(Section 144)

WHEREAS the securities of Zaruma Resources Inc. (the Filer) are currently subject to a cease trade order made by the Director on May 25, 2010 under paragraph 2 of subsection 127(1) of the Act, directing that all trading in and acquisitions of the securities of the Filer, whether direct or indirect, cease until the order is revoked by the Director (the Ontario Cease Trade Order);

AND WHEREAS the Filer has applied to the Ontario Securities Commission (the Commission) pursuant to section 144 of the Act (the Application) for a revocation of the Ontario Cease Trade Order;

AND UPON the Filer representing to the Commission that:

1. The Filer was continued under the Yukon Business Corporations Act and is a valid and subsisting corporation under the laws of the Yukon Territory.

2. The Filer is a reporting issuer under the securities legislation of Alberta, British Columbia and Ontario. It is not a reporting issuer in any other jurisdiction in Canada.

3. The registered office of the Filer is located at 12th Floor, 20 Toronto Street, Toronto, Ontario, M5C 2B8.

4. The Ontario Cease Trade Order was issued as a result of the failure of the Filer to file with the Commission annual audited financial statements in respect of the year ended December 31, 2009, together with the management's discussion and analysis related thereto, and certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filing (collectively, the "Annual Financial Statement Material") within the prescribed time as required by the Act.

5. The Filer was not able to meet its continuous disclosure requirements due to a delay in the completion of the audit of the Annual Financial Statement Material.

6. The Annual Financial Statement Material has now been filed with the Commission, and has been distributed to all registered and beneficial shareholders of the Filer who have requested such material.

7. The Filer is also subject to a cease trade order issued by the British Columbia Securities Commission on May 18, 2010 (the BC Order). The Filer is concurrently making application to the British Columbia Securities Commission for revocation of the BC Order.

8. The Filer's SEDAR and SEDI profiles are up-to-date.

9. The Filer had its annual meeting of shareholders on July 19, 2010.

10. Other than the Ontario Cease Trade Order and the BC Order, the Filer is not in default of any of the requirements of the Act, or the rules and regulations made pursuant thereto.

11. The Filer is up-to-date with all of its other continuous disclosure obligations and has paid any outstanding participation fees, filing fees and late fees associated with those obligations owing to the Commission in connection with the disclosure documents referred to in paragraph 4 above and has filed all of the forms associated with such payments.

12. The Filer has not changed its business since the date of the Ontario Cease Trade Order.

13. Effective June 14, 2010, Daniel John Major was appointed as a director of the Filer. Other than this appointment, the Filer has had no changes to its directors since the date of the Ontario Cease Trade Order.

14. Upon the issuance of this Order, the Filer will issue a press release announcing the revocation of the Ontario Cease Trade Order of the Filer. The Filer will concurrently file the press release and material change report on SEDAR.

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

AND WHEREAS the Director being satisfied that it 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 this 10th day of August, 2010.

"Jo-Anne Matear"
Assistant Manager, Corporate Finance
Ontario Securities Commission