Whitemud Resources Inc. – s. 144

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 -- The Issuer carries on the business of developing a process to mine and process kaolin into a High-Reactivity Metakaolin (HRM) that imparts beneficial properties to concrete mixtures containing up to 20% replacement of Portland cement. The Issuer has launched industrial production from its facility.

Applicable Legislative Provisions

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

IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED
(the “Act”)

AND

IN THE MATTER OF
WHITEMUD RESOURCES INC.

ORDER
(Section 144)

WHEREAS the securities of Whitemud Resources Inc. (the "Issuer") are subject to a cease trade order of the Director under the Act dated December 20, 2010 made under paragraph 2 of subsection 127(1) of the Act (the "Cease Trade Order") ordering that trading in the securities of the Issuer whether direct or indirect cease until the Cease Trade Order is revoked;

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

AND WHEREAS the Issuer has represented to the Commission that:

1. The Issuer was incorporated on April 28, 2005 pursuant to the Business Corporations Act (Alberta). The business of the Issuer commenced on April 28, 2005 as the Whitemud Resources Limited Partnership (the ''Limited Partnership''), an Alberta limited partnership, of which the Issuer was the general partner. Effective July 31, 2006, the Issuer acquired all of the outstanding units of the Limited Partnership in exchange for common shares of the Issuer. The restructuring resulted in the Issuer being a continuation of business of the Limited Partnership.

2. The Issuer is a reporting issuer under the securities legislation of Ontario, British Columbia, Alberta, Saskatchewan, Manitoba and Quebec. The Issuer is subject to cease trade orders in British Columbia, Alberta, Manitoba and Quebec.

3. The Issuer's authorized capital consists of an unlimited number of Class A voting common shares (the "Common Shares"), Class B non-voting common shares and preferred shares, of which 34,026,300 Common Shares are issued and outstanding. Other than the Common Shares, the Issuer has no securities, including debt securities, outstanding.

4. In December 2010, the TSX Venture Exchange (the "TSXV") issued a bulletin suspending the listing of the Issuer's shares and reclassifying the Issuer's listing from a Tier 1 company to a Tier 2 company. On February 25, 2011, the TSXV issued a further bulletin transferring the Issuer's listing to NEX effective February 28, 2011, where its listing, to date, remains suspended.

5. The Issuer carries on the business of developing a process to mine and process kaolin into a High-Reactivity Metakaolin (HRM) that imparts beneficial properties to concrete mixtures containing up to 20% replacement of Portland cement. The Issuer has launched industrial production from its facility, however the Issuer has not earned significant revenues to date.

6. On December 15, 2010, Deloitte & Touche Inc. (the "Receiver") was appointed as receiver and manager of the Issuer pursuant to an Order of the Court of Queen's Bench of Alberta ("Queen's Bench"). The Receiver has since issued a final report confirming among other things, completion of the proposal approved by the Issuer's creditors. The Receiver was discharged by order of the Queen's Bench dated December 15, 2011.

7. The Cease Trade Order was issued as a result of the Issuer's failure to file interim financial statements, interim management discussion and analysis and certification of interim filings for the interim periods ended September 30, 2010.

8. Subsequently, the Issuer failed to file the audited annual financial statements for the financial years ended December 31, 2010 and December 31, 2011, interim periods since December 31, 2010 and related management's discussion and analysis and certificates under National Instrument 52-109.

9. The audited annual financial statements, interim financial statements and related management discussion and analysis and NI 52-109 certificates were not filed with the Commission due to the Issuer being placed into receivership in December 2010 and due to a lack of funds to pay for the preparation and audit of the relevant financial statements.

10. In 2012, following the discharge of the Receiver, the Issuer remedied its continuous disclosure defaults. On July 31, 2012, the Issuer filed its audited annual financial statements, management discussion and analysis, certifications of its chief executive officer ("CEO") and chief financial officer ("CFO") for the years ended December 31, 2010 and December 31, 2011. On August 2, 2012 the Issuer filed its interim financial statements, management discussion and analysis, and certifications of its CEO and CFO for the period ended March 31, 2012. On August 28, 2012 the Issuer filed its interim interim financial statements, management discussion and analysis, and certifications of its CEO and CFO for the period ended June 30, 2012. On November 29, 2012, 2012 the Issuer filed its interim financial statements, management discussion and analysis, and certifications of its CEO and CFO for the period ended September 30, 2012.

11. The Issuer has not filed any outstanding interim financial statement, management discussion and analysis and certification disclosures for the fiscal year ended December 31, 2010, because the Issuer believes that the length of time that has elapsed since the date of the Cease Trade Order makes the filing of the outstanding disclosure for these periods of limited use to investors since the Issuer has been in receivership.

12. As a result of the filings described in paragraph 10 above and with the exceptions noted in paragraph 11, the Issuer is up-to-date in its continuous disclosure filings with the Commission and has paid all outstanding participation fees, late fees and other fees and is not in default of any requirement in applicable securities legislation in any jurisdiction, except for the existence of the Cease Trade Order.

13. The last management information circular of the Issuer was dated August 8, 2012 and was in respect of an annual and special meeting of shareholders held on September 4, 2012. The shareholders received the financial statements for the years ended December 31, 2010 and December 31, 2011, approved the appointment of auditors, elected directors and approved a stock option plan.

14. The Issuer's current directors elected at the annual and special meeting held on September 4, 2012 are Al Kroontje, Randy Findlay, Vincent Davoli and Stanley Owerko. The current officers of the Issuer are Stanley Owerko as Chief Executive Officer and David Storoshenko as Chief Operating Officer. There are no current or incoming directors, executive officers or promoters other than those disclosed above as at this date.

15. Except for the events leading up to the Issuer's receivership, the discharge of the Receiver, the departure of old directors and officers and the appointment of new directors and officers, the Issuer has not had any "material changes" within the meaning of the Act since it was cease traded and is not otherwise in default of requirements to file material change reports under applicable securities legislation. The events leading up to the Issuer's receivership are disclosed in the Issuer's management's discussion and analysis for the financial years ended December 31, 2011 and 2010.

16. The Issuer's SEDAR profile and SEDI issuer profile supplement are up-to-date.

17. Forthwith after the revocation of the Cease Trade Order, the Issuer will issue and file a news release and file a material change report on SEDAR disclosing the revocation of the Cease Trade Order.

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

AND UPON being satisfied that to make this order would not be prejudicial to the public interest;

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

DATED this 3rd day of April, 2013.

"Sonny Randhawa"

Manager, Corporate Finance Branch

Ontario Securities Commission