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

GALAHAD METALS INC.

ORDER

(Section 144)

WHEREAS the securities of Galahad Metals Inc. (the "Applicant") are subject to a temporary cease trade order dated May 3, 2013 issued by the Director of the Ontario Securities Commission (the "Commission"), pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, as extended by a further cease trade order dated May 15, 2013 made by the Director, pursuant to paragraph 2 of subsection 127(1) of the Act (collectively, the "Ontario Cease Trade Order"), ordering that all trading in the securities of the Applicant, whether direct or indirect, 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 is also subject to a temporary cease trade order dated May 6, 2013 made by the Autorité des marchés financiers pursuant to section 318 of the Securities Act (Québec), as extended by a further cease trade order dated May 21, 2013 made by the Autorité des marchés financiers pursuant to section 265 of the Securities Act (Québec) (collectively, the "Québec Cease Trade Order"), ordering that the trading in the securities of the Applicant cease until the Québec Cease Trade Order is revoked by the Autorité des marchés financiers;

AND WHEREAS the Applicant is also subject to a cease trade order dated May 8, 2013 made by the Executive Director pursuant to section 164(1) of the Securities Act (British Columbia) (the "B.C. Cease Trade Order") ordering that all trading in the securities of the Applicant cease until it files the required records and the B.C. Cease Trade Order is revoked by the Executive Director;

AND WHEREAS the Applicant has applied to the Commission for a revocation of the Ontario Cease Trade Order (the "Application") pursuant to section 4.1 of National Policy 12-202 Revocation of a Compliance-Related Cease Trade Order;

AND WHEREAS the Applicant has concurrently applied to the Autorité des marchés financiers for an order for revocation of the Québec Cease Trade Order and the British Columbia Securities Commission for an order for revocation of the B.C. Cease Trade Order;

AND UPON the Applicant having represented to the Commission as follows:

The Applicant was incorporated on September 1, 2000 under the name Phoenix Matatchewan Mines Inc. On January 1, 2009, the Applicant changed its name to Galahad Metals Inc. The Applicant is currently governed by the Business Corporations Act (Ontario). The Applicant's head office is located at Suite PO Box 915 Kemptville, ON K0G 1J0 and its registered office are located at Suite 205, 2742 St. Joseph Blvd., Orleans, ON K1C 1G5;

1. The Applicant is a reporting issuer in Ontario, British Columbia, Québec, Alberta, Saskatchewan, Manitoba, Nova Scotia and New Brunswick;

2. The Applicant's common shares are listed on the TSX Venture Exchange Inc. and have been suspended from trading since May 3, 2013;

3. The Ontario Cease Trade Order was issued as a result of the Applicant's failure to file with the Commission its audited annual financial statements for the year ended December 31, 2012, the management's discussion and analysis relating to the audited annual financial statements for the year ended December 31, 2012 as well as the certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuer's Annual and Interim Filings for the corresponding period (collectively, the "2012 Annual Filings");

4. The Applicant has concurrently applied to the Autorité des marchés financiers and the British Columbia Securities Commission for orders for revocation of the Québec Cease Trade Order and the B.C. Cease Trade Order, respectively;

5. On August 2, 2013, the Applicant filed on SEDAR the 2012 Annual Filings and its interim financial statements for the 3 month period ending March 31, 2013, Management Discussion and Analysis and the required certificates for the period ending March 31, 2013, copies of which are available under the Applicant's profile at www.sedar.com ("SEDAR");

6. The Applicant has undertaken and agreed to hold an annual meeting of shareholders within three months of the date hereof;

7. The Applicant has paid all outstanding participation fees, filing fees and late fees owing to the Commission, the Autorité des marchés financiers, the British Columbia Securities Commission and all other jurisdictions where it is a reporting issuer under Canadian securities legislation;

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

9. Other than the Ontario Cease Trade Order, the Québec Cease Trade Order and the B.C. Cease Trade Order, the Applicant is not in default of its continuous disclosure obligations under Ontario / Québec / British Columbia securities laws;

10. Upon the issuance of this revocation order, the Applicant will issue a news release and file a material change report on SEDAR to announce the revocation of the Ontario Cease Trade Order and to outline the Applicant's future plans;

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

AND UPON the Director being satisfied that it would not be prejudicial to the public interest to revoke the Ontario Cease Trade Order;

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

DATED this 31st day of October, 2013.

"Kathryn Daniels"
Deputy Director, Corporate Finance Branch