Troilus Gold Corp. – s. 1(11)(b)

Order

Headnote

Subsection 1(11)(b) -- Order that the issuer is a reporting issuer for the purposes of Ontario securities law -- Issuer is already a reporting issuer in Alberta and British Columbia -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in Alberta and British Columbia are substantially the same as those in Ontario -- Issuer has a significant connection to Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).

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

ORDER (Clause 1(11)(b))

UPON the application of Troilus Gold Corp. (the Applicant) to the Ontario Securities Commission (the Commission) for an order pursuant to paragraph 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities laws;

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

AND UPON the Applicant representing to the Commission as follows:

1. The Applicant was incorporated under the former Company Act (British Columbia) under the name Silverquest Resources Ltd. on October 15, 1985, changed its name to Cash Resources Ltd. on December 11, 1991, continued under the Business Corporations Act (Ontario) into Ontario on June 14, 2006 pursuant to articles of continuance, changed its name to Pitchblack Resources Ltd. on June 24, 2010 and changed its name to Troilus Gold Corp. pursuant to articles of amendment dated December 19, 2017.

2. The Applicant's head office is located at 65 Queen Street West, Unit 800, Toronto, Ontario M5H 2M5.

3. The authorized capital of the Applicant consists of an unlimited number of common shares (the Common Shares), 4,151,062 options to purchase Common Shares and 14,030,000 warrants to purchase Common Shares, of which 41,510,620 Common Shares, 4,111,250 options to purchase Common Shares and 14,030,000 warrants to purchase Common Shares are issued and outstanding as of the date hereof.

4. The Applicant is a reporting issuer under the Securities Act (British Columbia) (the BC Act) and the Securities Act (Alberta) (the Alberta Act).

5. As of the date hereof, the Applicant is not on the list of defaulting reporting issuers maintained pursuant to the BC Act or the Alberta Act, and is not in default of any of its obligations under the BC Act or the Alberta Act or the rules and regulations made thereunder.

6. The Applicant is not currently a reporting issuer or the equivalent in any jurisdiction in Canada other than British Columbia and Alberta.

7. The continuous disclosure requirements of the BC Act and the Alberta Act are substantially the same as the requirements under the Act.

8. The continuous disclosure materials filed by the Applicant under the BC Act and the Alberta Act are available on the System for Electronic Document Analysis and Retrieval (SEDAR).

9. The Common Shares are listed and posted for trading on the TSX Venture Exchange (TSX-V) under the trading symbol: TLG. The Common Shares are not traded on any other stock exchange or trading or quotation system.

10. The Applicant is not in default of any of the rules, regulations or policies of the TSX-V.

11. The TSX-V requires all of its listed issuers, which are not otherwise reporting issuers in Ontario, to assess whether they have a significant connection with Ontario, as defined in Policy 1.1 of the TSX-V Corporate Finance Manual, and, upon first becoming aware that it has a significant connection to Ontario, to promptly make a bona fide application to the Commission to be designated a reporting issuer in Ontario.

12. The Applicant has determined that it has a significant connection to Ontario in accordance with the policies of the TSX-V as the Applicant completed a reverse take-over transaction on December 20, 2017 pursuant to which (i) the Applicant was renamed Troilus Gold Corp. and (ii) a management team and board largely located in Ontario, joined the Applicant (the RTO). After the RTO the Applicant determined that its head office and the location of the majority of its management in Ontario established a significant connection to Ontario.

13. The Applicant's principal regulator is the British Columbia Securities Commission. The Commission will be the principal regulator for the Applicant once it has obtained reporting issuer status in Ontario. Upon the granting of this Order, the Applicant will amend its SEDAR profile to indicate that the Commission is its principal regulator.

14. Neither the Applicant nor any of its officers or directors, nor, to the knowledge of the Applicant and its directors and officers, any controlling shareholder of the Applicant has:

(a) been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;

(b) entered into a settlement agreement with a Canadian securities regulatory authority; or

(c) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

15. Neither the Applicant nor any of its officers or directors, nor, to the knowledge of the Applicant and its directors and officers, any controlling shareholder of the Applicant is or has been the subject of:

(a) any known ongoing or concluded investigation by a Canadian securities regulatory authority, or a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangement or compromises with creditors, or the appointment of a receiver, receiver manager or trustee, within the preceding 10 years.

16. None of the officers or directors of the Applicant, nor, to the knowledge of the Applicant and its directors and officers, any controlling shareholder of the Applicant is or has been at the time of such event an officer or director of any other issuer which is or has been subject to:

(a) any cease trade or similar orders, or orders that denied access to any exemption under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver manager or trustee, within the preceding 10 years.

AND UPON the Commission being satisfied that to do so is in the public interest;

IT IS HEREBY ORDERED pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.

DATED this 20th day of April, 2018.

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