Josephine Mining Corp. – 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 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 amended, 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
JOSEPHINE MINING CORP.

ORDER
(Section 144 of the Act)

WHEREAS the securities of Josephine Mining Corp. (the Applicant) are currently subject to a cease trade order made by the Director of the Ontario Securities Commission (the Commission) dated May 26, 2015 pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, as extended by a further cease trade order made by the Director on June 8, 2015 pursuant to paragraph 2 of subsection 127(1) of the Act (collectively, the Ontario Cease Trade Order) directing that all trading in the securities of the Applicant, whether direct or indirect, cease until the Ontario Cease Trade Order is revoked by the Director;

AND WHEREAS the Ontario 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 Ontario Cease Trade Order;

AND WHEREAS the Applicant has applied to the Commission under section 144 of the Act for a full revocation of the Ontario Cease Trade Order;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was incorporated on June 4, 2007 in British Columbia under the Business Corporations Act (British Columbia).

2. The Applicant's registered and records office is located at PO Box 49290, 1000 -- 595 Burrard Street, Vancouver, BC, V7X 1S8 and its head office is located at 4127 S. Stonington Lane, Spokane, WA, 99223.

3. The Applicant is a junior exploration company focused on mineral properties but has had no mining exploration activities since 2014.

4. The Applicant is a reporting issuer under the securities legislation of the provinces of British Columbia, Alberta and Ontario (the Reporting Jurisdictions). The Applicant is not a reporting issuer or its equivalent in any other jurisdiction in Canada. The Applicant's principal regulator is the British Columbia Securities Commission (the BCSC).

5. The Applicant's authorized share capital consists of an unlimited number of common shares (the Common Shares) and an unlimited number of preferred shares. As of the date hereof, there are 25,551,010 Common Shares issued and outstanding.

6. The Applicant has no other securities, including debt securities, issued and outstanding.

7. The Common Shares under the trading symbol "JMC", were transferred to the NEX board of the TSX Venture Exchange on August 21, 2015, and ultimately delisted from trading on March 23, 2016. Other than the foregoing, the Common Shares have not been listed on any other stock exchange. The Common Shares are not currently listed on any other stock exchange or market in Canada or elsewhere.

8. The Ontario Cease Trade Order was issued as a result of the Applicant's failure to file: (a) its audited annual financial statements for the year ended December 31, 2014; (b) its management's discussion and analysis (MD&A) relating to the audited annual financial statements for the year ended December 31, 2014; and (c) certifications of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109).

9. The Applicant is also subject to a cease trade order of the BCSC issued on May 8, 2015 (the BC Cease Trade Order) and a cease trade order of the Alberta Securities Commission (the ASC) issued on August 7, 2015 (the Alberta Cease Trade Order, collectively with the Ontario Cease Trade Order and the BC Cease Trade Order, the Cease Trade Orders).

10. The Applicant has concurrently applied to the BCSC for a full revocation of the BC Cease Trade Order and to the ASC for a full revocation of the Alberta Cease Trade Order.

11. Subsequent to the issuance of the Ontario Cease Trade Order, the Applicant failed to file in the Reporting Jurisdictions the following continuous disclosure documents within the prescribed time-frame in accordance with the requirements of applicable securities laws:

(i) all audited annual financial statements, accompanying MD&A and related NI 52-109 certificates for the financial years ended December 31, 2015 to December 31, 2016;

(ii) all unaudited interim financial statements, accompanying MD&A and related NI 52-109 certificates for the interim periods ended March 31, 2016 through September 30, 2017; and

(iii) the statements of executive compensation for the financial years ended December 31, 2015 to December 31, 2016.

12. Since the issuance of the Ontario Cease Trade Order, the Applicant has filed in the Reporting Jurisdictions:

(i) the audited annual financial statements, accompanying MD&A and related NI 52-109 certificates for the financial years ended December 31, 2017 and 2018; and

(ii) the statements of executive compensation for the financial years ended December 31, 2017 and 2018.

13. The Applicant has not filed:

(i) audited annual financial statements, accompanying MD&A and related NI 52-109 certificates for the financial years ended December 31, 2014 through December 31, 2016;

(ii) unaudited interim financial statements, accompanying MD&A and related NI 52-109 certificates for the interim periods ended March 31, 2016 through September 30, 2018; and

(iii) the statements of executive compensation for the financial years ended December 31, 2014 through December 31, 2016,

(collectively, the Outstanding Filings) and has requested the Commission to exercise its discretion in accordance with sections 6 and 7 of National Policy 12-202 Revocation of Certain Cease Trade Orders and elect not to require the Applicant to file the Outstanding Filings.

14. Except for the Outstanding Filings, the Applicant is (i) up-to-date with all of its continuous disclosure obligations, (ii) not in default of any requirements under applicable securities legislation or the rules and regulations made pursuant thereto in any of the Reporting Jurisdictions, except for the existence of the Cease Trade Orders and that it has not held its annual general shareholders meeting for 2015, 2016 and 2017, and (iii) not in default of any of its obligations under the Cease Trade Orders.

15. The Applicant's issuer profile on the System for Electronic Document Analysis and Retrieval (SEDAR) and the issuer profile supplement on the System for Electronic Disclosure by Insiders (SEDI) are current and accurate.

16. 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.

17. The Applicant 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.

18. Since the issuance of the Cease Trade Orders, there have not been any material changes in the business, operations or affairs of the Applicant that have not been disclosed to the public.

19. The Applicant has given the Commission a written undertaking that it will hold an annual meeting of its shareholders within three months after the date on which the Ontario Cease Trade Order is revoked.

20. Other than the Cease Trade Orders, the Applicant has not previously been subject to a cease trade order issued by any securities regulatory authority.

21. Upon the issuance of this revocation order and concurrent revocation orders from the BCSC and the ASC, the Applicant will issue a news release announcing the revocation of the Cease Trade Orders and concurrently file the news release and a related material change report on SEDAR.

AND UPON considering the application and 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 Ontario Cease Trade Order;

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

DATED at Toronto, Ontario on this 27th day of May 2019.

"Winnie Sanjoto"

Manager, Corporate Finance

Ontario Securities Commission