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.

Statutes Cited

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 MOUNTAINSTAR GOLD INC.

ORDER (Section 144)

WHEREAS the securities of Mountainstar Gold Inc. ("Mountainstar") are subject to a temporary cease trade order dated September 23, 2014, and a further permanent cease trade order dated October 15, 2014 (the "Cease Trade Order") issued by the Ontario Securities Commission (the "Commission") pursuant to paragraph 2 of subsection 127(1) of the Act directing that all trading in the securities of Mountainstar cease until the order is revoked.

AND WHEREAS The Cease Trade Order was made on the basis that Mountainstar was in default of certain filing requirements under Ontario securities law as described in the Cease Trade Order and outlined below.

AND WHEREAS Mountainstar has applied to the Commission for an order pursuant to section 144 of the Act to revoke the Cease Trade Order.

AND UPON Mountainstar having represented to the Commission that:

1. Mountainstar was incorporated under the Company Act (British Columbia) under the name Cobre Exploration Limited on the 28th day of December 1971. Mountainstar changed its name from Cobre Exploration Limited to Mountain West Resources Inc. effective the 14th day of December 1983. Mountainstar changed its name from Mountain West Resources Inc. to Mountainstar Gold Inc. on the 5th day of April 2011. Mountainstar changed its name from Mountainstar Gold Inc. to Mountain-West Resources Inc. on the 6th day of April, 2011. Mountainstar changed its name from Mountain-West Resources Inc. to Mountainstar Gold Inc. on the 29th day of March, 2012. The location of Mountainstar's head office is 1500-701 West Georgia Street, Vancouver, BC, V7Y 1C6.

2. Mountainstar is a reporting issuer in British Columbia, Alberta and Ontario (the "Reporting Jurisdictions"), and is not a reporting issuer in any other jurisdiction.

3. Mountainstar's authorized capital structure consists of 400,000,000 common shares without nominal or par value of which 72,186,579 shares are issued and outstanding. Other than the common shares, Mountainstar has no other securities issued and outstanding.

4. The common shares of Mountainstar are listed on the Canadian Securities Exchange ("CSE") under the symbol MSX-C but are currently suspended from trading. Mountainstar is only listed on the CSE at this time and it is not listed on any other exchange, marketplace or facility.

5. The Commission made the order that trading cease in respect of the securities of Mountainstar because Mountainstar failed to file:

(a) the comparative annual audited financial statements, the related management's discussion and analysis ("MD&A") and certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuer's Annual and Interim Filings ("NI 52-109") for the year ended April 30, 2014.

(b) the comparative interim financial statements for the three-month period ended July 31, 2014, the related MD&A and certificates of the foregoing filings as required by NI 52-109.

6. Mountainstar was also subject to a similar cease trade order issued by the British Columbia Securities Commission as a result of its failure to make the filings described in the Cease Trade Order which was revoked on July 30, 2015.

7. Mountainstar was also subject to a similar cease trade order issued by the Alberta Securities Commission as a result of its failure to make the filings described in the Cease Trade Order which was revoked on July 30, 2015.

8. Since the issuance of the Cease Trade Order, Mountainstar has filed the following continuous disclosure documents with the Reporting Jurisdictions:

(a) the comparative annual audited financial statements, MD&A and NI 52-109 certificates of Mountainstar for the year ended April 30, 2014;

(b) the comparative interim unaudited financial statements, MD&A and NI 52-109 certificates of Mountainstar for the quarter ended July 31, 2014;

(c) the comparative interim unaudited financial statements, MD&A and NI 52-109 certificates of Mountainstar for the quarter ended October 31, 2014; and

(d) the comparative interim unaudited financial statements, MD&A and NI 52-109 certificates of Mountainstar for the quarter ended January 31, 2015.

9. Mountainstar has paid all outstanding activity, participation and late filing fees that are required to be paid to the Ontario Securities Commission and has filed all forms associated with such payments.

10. Mountainstar's SEDAR profile and SEDI issuer profile supplement are current and accurate.

11. Mountainstar (i) is up-to-date with all of its other continuous disclosure obligations; (ii) is not in default of any of its obligation under the Cease Trade Order; and (iii) is not in default of any requirement under the Act or the rules and regulations made pursuant thereto.

12. Since the issuance of the Cease Trade Order, there have been no material changes in the business, operations or affairs of Mountainstar.

13. Mountainstar is not in compliance with the annual meeting requirements. Mountainstar held its most recent annual meeting of shareholders on February 1, 2014. Mountainstar has undertaken to the Commission that it will hold its next annual meeting of shareholders within 3 months from the date of this Cease Trade Order.

14. Mountainstar is not considering nor is it involved in any discussions related to a reverse take-over, merger, amalgamation or other form of combination or transaction similar to the foregoing.

15. Following the issuance of this revocation order and following the subsequent revocation of the suspension by the CSE, Mountainstar will issue a news release announcing the revocation of the Cease Trade Order and the suspension by the CSE. Mountainstar will concurrently file a material change report regarding the revocation of the Cease Trade Order and the revocation of the suspension by the CSE on SEDAR.

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 Cease Trade Order.

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

DATED at Toronto on this 30th day of July, 2015

"Kathryn Daniels"
Deputy Director, Corporate Finance
Ontario Securities Commission