Securities Law & Instruments


Temporary issuer cease-trade order revoked where the issuer has remedied its default in respect of disclosure requirements under the Act.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127(1)2, 127(5), 144.




(the "Act")





(Section 144)

WHEREAS the securities of Galahad Metals Inc. (the Reporting Issuer) are subject to a temporary cease trade order made by the Director on July 5, 2011 under paragraph 2 of subsection 127(1) and subsection 127(5) of the Act (the Temporary Order), directing that all trading in and acquisitions of the securities of the Reporting Issuer, whether direct or indirect, cease for a period of fifteen days from the date of the Temporary Order;

AND WHEREAS the Reporting Issuer has applied to the Ontario Securities Commission (the Commission) pursuant to section 144 of the Act (the Application) for a revocation of the Temporary Order;

AND UPON the Reporting Issuer having represented to the Commission that:

1. The Reporting Issuer's predecessor corporation was incorporated under the Business Corporations Act (Ontario) on September 1, 2000, with articles of amendment having been filed on September 3, 2002 and January 1, 2009.

2. The Reporting Issuer is a reporting issuer under the securities legislation of the Provinces of British Columbia, Alberta, Saskatchewan, Ontario, Quebec, New Brunswick and Nova Scotia.

3. The authorized share capital of the Reporting Issuer consists of:

a. an unlimited number of preferences shares, of which no preference shares are issued and outstanding; and,

b. an unlimited number of common shares, of which approximately 51,222,880 common shares are issued and outstanding to 1,361 registered shareholders as of the date hereof.

Other than the foregoing preference shares and common shares, the Reporting Issuer has no securities, including debt securities, outstanding.

4. The Temporary Order was issued as a result of the Reporting Issuer's failure to file its interim financial statements, management's discussion and analysis and certifications for the interim period ending March 31, 2011 (collectively, the interim filings).

5. The Autorité des marches financiers also issued a cease trade order dated July 5, 2011 relating to failure to file the interim filings.

6. On July 6, 2011, the Reporting Issuer filed on SEDAR the interim filings.

7. Except for the Temporary Order, the Reporting Issuer is not in default of any requirement of the Act or the rules or regulation made under the Act.

8. The Reporting Issuer's SEDAR profile and SEDI issuer profile supplement are current and accurate.

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 Temporary Order;

IT IS ORDERED, under section 144 of the Act, that the Temporary Order is revoked.

DATED this 14th day of July, 2011.

"Lisa Enright"
Manager, Corporate Finance Branch