Compass Gold Corporation – s. 1(11)(b)

November 26, 2018

Order

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
COMPASS GOLD CORPORATION

ORDER
(clause 1(11)(b))

UPON the application of Compass Gold Corporation (the Applicant) to the Ontario Securities Commission (the Commission) for an order pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law;

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 Business Corporations Act (Alberta) on February 26, 1988 under the name “Quebont Gold Resources Inc.”, changed its name to “Nordic Gold Corporation” pursuant to articles of amendment dated July 12, 1988 and continued under the name “Compass Gold Corporation” under the Business Corporations Act (British Columbia) on October 2, 2008. The Applicant was continued under the Business Corporations Act (Ontario) on December 4, 2017.

2. The head office of the Applicant is located at 330 Bay Street, Suite 1400, Toronto, Ontario M5H 2S8. The registered office of the Applicant is located at 365 Bay Street, Suite 800, Toronto, Ontario M5H 2V1.

3. The authorized share capital of the Applicant consists of an unlimited number of common shares (Common Shares) and an unlimited number of preferred shares, issuable in series (Preferred Shares).

4. As of the date hereof, 29,738,522 Common Shares, options exercisable to purchase an aggregate of 2,145,000 Common Shares and warrants exercisable to purchase an aggregate of 13,426,079 Common Shares are issued and outstanding. No Preferred Shares are issued and outstanding.

5. The Applicant became a reporting issuer under the Securities Act (British Columbia) (the BC Act) on November 29, 1999.

6. The Applicant made its first filing with the Alberta Securities Commission on June 9, 1989.

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

8. The Applicant is not on the list of defaulting reporting issuers maintained pursuant to the BC Act or the Securities Act (Alberta) (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.

9. The continuous disclosure materials filed by the Applicant under the securities legislation in British Columbia and Alberta are available on the System for Electronic Document Analysis and Retrieval.

10. The continuous disclosure materials filed by the Applicant under the requirements of the BC Act and the Alberta Act are substantially the same as the continuous disclosure requirements under the Act.

11. The Common Shares of the Applicant are listed and posted for trading on the TSX Venture Exchange (the TSXV) under the symbol "CVB". The Common Shares are not traded on any other stock exchange or trading or quotation system.

12. The Applicant is not in default of any of the rules, regulations or policies of the TSXV.

13. The TSXV 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 TSXV 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.

14. The Applicant has determined that it has a significant connection to Ontario in accordance with the policies of the TSXV. Following the completion of a reverse take-over transaction on November 29, 2017 (the RTO), the head office of the Applicant was moved to Ontario and the mind and management of the Applicant now reside in Ontario. Further, following completion of a private placement conducted by the Applicant in connection with the RTO, more than 20% of the total number of equity securities of the Applicant are owned by registered and beneficial shareholders resident in Ontario.

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

16. The Applicant does not have a shareholder that holds sufficient securities of the Applicant to affect materially the control of the Applicant.

17. Neither the Applicant nor any of its officers or directors 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.

18. Neither the Applicant nor any of its officers or directors is or has been subject to:

(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 invest-ment decision; or

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

19. None of the officers or directors 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 exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or

(b) any bankruptcy or insolvency proceed-ings, 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 considering the Application and the recommendation of the staff of the Commission;

AND UPON the Commission being satisfied that granting this Order would not be prejudicial to 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 26th day of November, 2018.

“Winnie Sanjoto”
Manager, Corporate Finance
Ontario Securities Commission