Securities Law & Instruments

Headnote

Application by an issuer for a revocation of a cease trade order -- Issuer subject to cease trade order as a result of its failure to file financial statements -- Issuer has brought its filings up-to-date -- Issuer is otherwise not in default of applicable securities legislation -- Issuer has provided an undertaking to the Commission that it will not complete (a) a restructuring transaction involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada, (b) a reverse takeover with a reverse takeover acquiror that has a direct or indirect, existing or proposed, material underlying business which is not located in Canada, or (c) a significant acquisition involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada, unless the issuer files a preliminary prospectus and a final prospectus with the Ontario Securities Commission and obtains receipts for the preliminary prospectus and the final prospectus from the Director under the Act.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127(1), 127(5), 127(8),144.

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED (the Act) AND IN THE MATTER OF BRIGADIER GOLD LIMITED

ORDER (Section 144 of the Act)

WHEREAS the securities of Brigadier Gold Limited (the Applicant) are subject to a temporary cease trade order dated May 8, 2015 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 20, 2015 made by the Director, pursuant to paragraph 2 of subsection 127(1) of the Act (collectively, the Cease Trade Order), ordering that all trading in the securities of the Applicant, whether direct or indirect, cease until the Cease Trade Order is revoked by the Director;

AND WHEREAS the 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 Cease Trade Order and outlined below;

AND WHEREAS the Applicant has made an application to the Ontario Securities Commission (the Commission) for full revocation of the Cease Trade Order pursuant to section 144 of the Act (the Revocation Order);

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was incorporated under the Business Corporations Act (Ontario) on February 13, 1996. The Applicant's registered and records office is located at 330 Don Mills Road, Unit #306, Toronto, Ontario M2J 4T6.

2. The Applicant is a resource company focused on exploring and developing mineral properties.

3. The Applicant is a reporting issuer under the securities legislation of the provinces of British Columbia, Alberta and Ontario (collectively, the Reporting Jurisdictions) and is not a reporting issuer or equivalent in any other jurisdiction. The Commission is the principal regulator of the Applicant.

4. The Applicant's authorized capital structure consists of an unlimited number of common shares (Common Shares) without par value of which 62,394,303 Common Shares are issued and outstanding.

5. Other than the Common Shares, the Applicant has no other securities, including debt securities, issued and outstanding.

6. The Common Shares of the Applicant were previously listed on the TSX Venture Exchange under the symbol BRG. Effective August 19, 2015, the Applicant's listing was transferred to the NEX Board of the TSX Venture Exchange (the NEX) and the trading symbol was changed from BRG to BRG.H.

7. The Common Shares are not listed on any other exchange, marketplace or facility.

8. The Commission made the decision that trading cease in respect of the securities of the Applicant because the Applicant failed to file the following continuous disclosure materials as required by Ontario securities law:

a. Audited annual financial statements for the year ended December 31, 2014 (the 2014 Annual Financials);

b. Management's discussion and analysis for the year ended December 31, 2014 (the 2014 Annual MD&A); and

c. Certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Applicants' Annual and Interim Filings (the NI 52-109 Certificates).

9. The Applicant is also subject to a reciprocal cease trade order issued by each of the Alberta Securities Commission and the British Columbia Securities Commission.

10. Since the issuance of the Cease Trade Order, the Applicant has filed the following continuous disclosure documents with the Reporting Jurisdictions, on December 29, 2016:

a. the 2014 Audited Annual Financials;

b. the 2014 Annual MD&A;

c. the NI 52-109 Certificates;

d. the interim financial statements for the periods ended March 31, 2015, June 30, 2015 and September 30, 2015, management's discussion and analysis relating to the interim financial statements and the certification of the foregoing interim filings as required by National Instrument 52-109 Certification of Disclosure in Applicants' Annual and Interim Filings (NI 52-109);

e. audited annual financial statements for the year ended December 31, 2015;

f. management's discussion and analysis relating to the audited financial statements for the year ended December 31, 2015;

g. the certification of the foregoing annual filings as required by NI 52-109; and

h. the interim financial statements for the periods ended March 31, 2016, June 30, 2016 and September 30, 2016 and management's discussion and analysis relating to the interim financial statements and the certification of the foregoing interim filings as required by NI 52-109.

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

12. As of the date hereof, the Applicant has paid all outstanding activity, participation and late filing fees that are required to be paid.

13. The Applicant's SEDAR issuer profile and SEDI issuer profile supplement are current and accurate.

14. The Applicant has provided to the Director of the Commission a written undertaking that it will not complete a restructuring transaction or significant acquisition involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada nor will it complete a reverse takeover with a reverse takeover acquirer that has a direct or indirect, existing or proposed, material underlying business which is not located in Canada without filing and obtaining a receipt, from the Director, for a prospectus including the information required for a probable restructuring transaction, reverse takeover or significant acquisition (as applicable) together with the documents required under Part 9 of National Instrument 41-101 General Prospectus Requirements.

15. The Applicant has not contravened the Cease Trade Order.

16. The Applicant is (i) up to date with all of its other continuous disclosure obligations; (ii) not in default of any of its obligations under the Cease Trade Order; and (iii) not in default of any requirement under the Act or the rules and regulations made pursuant thereto, except that it has not held its annual general shareholders meeting for 2014 and 2015.

17. In accordance with Section 3.1(5) of National Policy 12-202 Revocation of a Compliance-Related Cease Trade Order, the Applicant held an annual meeting of its shareholders on February 2, 2017.

18. The Applicant's current directors and officers are Grant Hall, President, Chief Executive Officer and director; Herb Kokotow, Treasurer and Chief Financial Officer and director; and Alick Ryder, director. Upon the revocation of the Cease Trade Order, the Applicant will immediately appoint Robert Dzisiak as an additional director of the Applicant. The Audit Committee of the Applicant would then be comprised of Robert Dzisiak, Herb Kokotow and Alick Ryder.

19. To the knowledge of the directors and officers of the Applicant, no shareholder of the Applicant beneficially owns, directly or indirectly, or exercises control or direction over Common Shares carrying more than 10% of the voting rights attaching to the Common Shares of the Applicant, Common Shares being the only class of voting securities of the Applicant.

20. The Applicant 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.

21. Upon the revocation of the Cease Trade Order, the Applicant will issue a news release announcing the revocation of the Cease Trade Order and will concurrently file the news release and a material change report regarding the revocation of the Cease Trade Order on SEDAR.

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

AND UPON the Director being satisfied that is 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 this 17th day of February, 2017.

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