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.

Applicable Legislative Provisions

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 30, 2013 and a further cease trade order dated October 11, 2013 issued by the Director of the Ontario Securities Commission (the Commission) pursuant to paragraph 2 of subsections 127(1) of the Act (the Cease Trade Order) directing that all trading in the securities of Mountainstar cease until the order is revoked by the Director;

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 at 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 69,686,034 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 is not listed on any other exchange, marketplace or facility.

5. The Commission made the decision ordering that trading cease in respect of the securities of Mountainstar because Mountainstar failed to file its audited annual financial statements, the related management's discussion and analysis (MD&A) and certification of filings as required by National Instrument 52-109 Certification of Disclosure in Issuer's Annual and Interim Filings for the year ended April 30, 2013.

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 October 16, 2013.

7. 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, 2013;

b. the comparative interim unaudited financial statements, MD&A and certificates of Mountainstar for the quarter ended July 31, 2013; and

c. the comparative interim unaudited financial statements, MD&A and certificates of Mountainstar for the quarter ended October 31, 2013.

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

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

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

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

12. Mountainstar is in compliance with the annual meeting requirements and held its most recent annual meeting of shareholders on February 1, 2013. Under the Company Act (British Columbia) the Company must hold its annual meeting within 15 months of the date of the previous annual meeting. Mountainstar intends to hold its next annual meeting of shareholders prior to May 1, 2014.

13. 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 any of the foregoing.

14. Upon the issuance of this revocation order, Mountainstar will issue a news release announcing the revocation of the Ontario Cease Trade Order. Mountainstar will concurrently file the news release and material change report regarding the revocation of the Ontario 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 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 18th day of February, 2014.

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