Viking Gold Exploration Inc. – s. 144

Headnote

Application by an issuer for a revocation of a cease trade order issued by the Commission -- cease trade order issued because the issuer failed to file certain continuous disclosure materials required by Ontario securities law -- defaults subsequently remedied by bringing continuous disclosure filings up-to-date -- Issuer has provided an undertaking to the Commission that it will not complete (a) a restructuring transaction involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada, (b) a reverse takeover with a reverse takeover acquiror that has a direct or indirect, existing or proposed, material underlying business which is not located in Canada, or (c) a significant acquisition involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada, unless the issuer files a preliminary prospectus and a final prospectus with the Ontario Securities Commission and obtains receipts for the preliminary prospectus and the final prospectus from the Director under the Act.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., s. 144.

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

AND

IN THE MATTER OF
VIKING GOLD EXPLORATION INC.

ORDER
(Section 144 of the Act)

WHEREAS the securities of Viking Gold Exploration Inc. (the Applicant) are subject to a cease trade order dated December 8, 2015 issued by the Director of the Ontario Securities Commission (the Commission) pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act as extended by a further cease trade order issued by the Director on December 21, 2015 pursuant to paragraph 2 of subsection 127(1) of the Act (the Cease Trade Order) directing that all trading in securities of the Applicant, whether direct or indirect, shall cease until further order by the Director;

AND WHEREAS the Cease Trade Order was made on the basis that the Applicant was in default of certain filing requirements under Ontario securities law, as described in the Cease Trade Order;

AND WHEREAS the Applicant has applied to the Commission pursuant to section 144 of the Act to revoke the Cease Trade Order;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is a company existing under the Business Corporations Act (Ontario). The Applicant was originally incorporated under predecessor legislation, The Business Corporations Act of Ontario, by Letters Patent on May 13, 1936 under the name "New Augarita Porcupine Mines Limited". It subsequently changed its name to "Royal Aerospace Corp." on February 6, 1995. On March 11, 1997, the Corporation changed its name to "Royal Group Capital." On September 23, 1997, the Corporation changed its name to "Copper Hill Corporation" by Articles of Amendment under the Business Corporations Act, 1990. On February 13, 2004, the Applicant filed articles of amendment changing its name to "Viking Gold Exploration Inc.".

2. The Applicant's head office is located at 2900 John Street, Suite 2B, Markham, Ontario L3R 5G3.

3. The Applicant is a reporting issuer in Ontario, British Columbia, Alberta, and Newfoundland and Labrador and is not a reporting issuer in any other jurisdiction of Canada. The Applicant's principal regulator is the Commission.

4. The Applicant's authorized capital consists of an unlimited number of common shares (the Common Shares) without nominal or par value, of which 79,778,229 Common Shares are issued and outstanding as at December 31, 2017. The Applicant has no other securities issued and outstanding.

5. The Common Shares of Applicant were listed on the TSX Venture Exchange (the Exchange) under the stock symbol "VGC". The trading of the securities is currently suspended. The Common Shares are not currently listed, quoted or traded on any other exchange, marketplace or other facility in Canada or elsewhere.

6. The Cease Trade Order was issued as a result of the Applicant's failure to file interim financial statements and accompanying management's discussion and analysis (MD&A) within the timeframe as required under National Instrument 51-102 (NI 51-102), and related certifications as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109 Certificates) for the period ended September 30, 2015.

7. The Applicant is also subject to a similar cease trade ordered issued by the British Columbia Securities Commission (BCSC) dated December 8, 2015 (the BCCTO) and a reciprocal cease trade order issued by the Alberta Securities Commission (ASC) (the BCCTO, together with the Cease Trade Order, the Cease Trade Orders).

8. The Applicant has concurrently applied to the BCSC for a full revocation of the BCCTO.

9. Subsequent to the issuance of the Cease Trade Order, the Applicant also failed to file, within the timeframe stipulated by applicable legislation:

a. all audited annual financial statements, together with accompanying MD&As (including statements of executive compensation), as required under NI 51-102 and NI 52-109 Certificates for the financial years ended December 31, 2015, 2016, and 2017; and

b. all unaudited interim financial statements, together with accompanying MD&As, as required under NI 51-102 and NI 52-109 Certificates for the interim periods ended March 31, 2016 to March 31, 2018.

10. Since the issuance of the Cease Trade Order, the Applicant has filed the following on the System of Electronic Document Analysis and Retrieval (SEDAR):

a. audited financial statements, accompanying MD&As, and NI 52-109 Certificates for the years ended December 31, 2015, 2016 and 2017;

b. unaudited interim financial statements, accompanying MD&A, and NI 52-109 Certificates for the periods ended March 31, 2018, June 30, 2018 and September 30, 2018; and

c. a statement of executive compensation for the years ended December 31, 2016 and 2017.

11. The Applicant has not filed the unaudited interim financial statements, accompanying MD&A, related NI 52-109 Certificates for the interim periods ended September 30, 2015 to September 30, 2017 and statements of executive compensation for the years ended December 31, 2015 to December 31, 2017 (the Outstanding Filings).

12. The Applicant has filed with the Commission all continuous disclosure that it is required to file under Ontario securities law, except for the Outstanding Filings and any other continuous disclosure that the Commission elected not to require as contemplated under section 6 of National Policy 12-202 Revocation of a Compliance-related Cease Trade Order (NP 12-202).

13. Except for the failure to file the Outstanding Filings, the Applicant is (i) up-to-date with all of its other continuous disclosure obligations; (ii) not in default of any of its obligations under the Cease Trade Orders; and (iii) not in default of any requirements under the Act or the rules and regulations made pursuant thereto.

14. The Applicant has provided the Commission with a written undertaking that it will:

a. hold an annual meeting of shareholders of the Applicant within three months after the date on which the Cease Trade Order is revoked; and

b. not complete:

i. a restructuring transaction involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada,

ii. a reverse takeover with a reverse takeover acquirer that has a direct or indirect, existing or proposed, material underlying business which is not located in Canada, or

iii. a significant acquisition involving, directly or indirectly, an existing or proposed, material underlying business which is not located in Canada,

unless

a. the Applicant files a preliminary prospectus and a final prospectus with the Commission and obtains receipts for the preliminary prospectus and the final prospectus from the Director under the Act,

b. the Applicant files or delivers with the preliminary prospectus and the final prospectus the documents required by Part 9 of National Instrument 41-101 General Prospectus Requirements (NI 41-101) including a completed personal information form and authorization in the form set out in Appendix A of NI 41-- 101 for each current and incoming director, executive officer and promoter of the Applicant, and

c. the preliminary prospectus and final prospectus contain the information required by applicable securities legislation, including the information required for a probable restructuring transaction, reverse takeover or significant acquisition (as applicable).

15. The Applicant has paid all outstanding activity, participation and late filing fees that are required to be paid to the Commission and has filed all forms associated with such payments.

16. The Applicant is not considering, nor is it involved in any discussions relating to a reverse take-over, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.

17. Since the issuance of the Cease Trade Orders, there have been no material changes in the business, operations or affairs of the Applicant which have not been disclosed by news release and/or material change report and filed on SEDAR.

18. The Applicant's profile on SEDAR and the issuer profile supplement on the System for Electronic Disclosure by Insiders, are current and accurate.

19. Upon the revocation of the Cease Trade Order, the Applicant will issue a news release and concurrently file a material change report on SEDAR announcing the revocation of the Cease Trade Order and outlining the Applicant's future plans.

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 this 4th day of April, 2019.

"Winnie Sanjoto"

Manager, Corporate Finance

Ontario Securities Commission