Edda Resources Inc. - s. 144

Headnote

Application by an issuer for revocation of a cease trade order issued by the Commission -- cease trade order issued in 1990 because the issuer had failed to file certain interim and annual financial statements and mangement's discussion and analysis of financial condition and results of operations as required by Ontario securities law -- issuer subsequently filed annual and interim financial statements, mangement's discussion and analysis and officer certification for the years ended April 30, 2005, 2006 and 2007 and the interim periods ended January 31, 2007, July 31, 2007 and October 31, 2007 and the issuer is otherwise not in default of Ontario Securities law -- cease trade order revoked.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144.

Policies Cited

National Policy 12-202 Revocation of a Compliance-Related Cease Trade Order.

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990

c. S.5 AS AMENDED (the "Act")

AND

IN THE MATTER OF

EDDA RESOURCES INC. (the "Issuer")

ORDER

(Section 144)

WHEREAS the securities of the Issuer are subject to a temporary cease trade order issued by the Ontario Securities Commission (the "Commission") on July 31, 1990 and extended on August 14, 1990 (collectively, the "Cease Trade Order") made under the predecessor to section 127 of the Act ordering that trading in the securities of the Issuer cease;

AND WHEREAS the Issuer has applied to the Commission pursuant to section 144 of the Act (the "Application") for a revocation of the Cease Trade Order;

AND WHEREAS the Issuer has represented to the Commission as follows:

1. The Issuer was incorporated pursuant to the Business Corporations Act (Ontario) on April 12, 1983. The Issuer was dissolved on March 29, 1993 for failure to file corporate annual returns. Articles of Revival pursuant to the Business Corporations Act (Ontario) were filed on July 16, 1994.

2. The Issuer's registered and head office is located at Suite 3100, 40 King Street West, Toronto, Ontario M5H 3Y2.

3. The authorized capital of the issuer consists of 20,000,000 common shares in the capital of the Issuer without par value (collectively, the "Common Shares") and 2,000,000 special shares of which 2,921,769 Common Shares and no special shares are currently issued and outstanding.

4. The Issuer is a reporting issuer under the Act. The Issuer is not a reporting issuer or equivalent in any other jurisdiction in Canada.

5. Prior to the issuance of the Cease Trade Order, the Common Shares were quoted over-the-counter on the Canadian Dealing Network Inc. ("CDN"). The Common Shares have since been delisted from the CDN. The Issuer has no securities, including debt securities, that are currently listed or quoted on any exchange or market in Canada or elsewhere.

6. The Cease Trade Order was issued as a result of the failure of the Issuer to file on time with the Commission and mail to its shareholders (the "Shareholders"), interim financial statements for the nine month period ended January 31, 1990 which were due on April 1, 1990. Subject to paragraph 10 below, no further financial statements have been filed or mailed to the Shareholders since that time and no further continuous disclosure documents required by the Legislation have been filed by the Issuer since that time.

7. Since April 1, 1990 the Issuer has not carried on any business other than selling the Gastar shares as described in paragraph 9, investing the proceeds of the sale of such shares and acquiring the Property (as hereinafter defined), until the filings listed in paragraph 10 below were made on July 12, 2007.

8. The Issuer's failure to file financial statements was a result of financial distress. The Issuer had expended all of its cash resources on the resource properties it held at the time and there were no funds available to retain and pay auditors to prepare the required interim and audited financial statements. All previous property interests held by the Issuer have since lapsed.

9. The Issuer had been issued shares in another public company, Copperquest Inc., now named Gastar Explorations Ltd. ("Gastar") as a result of a property transaction. Gastar is currently listed on the Toronto Stock Exchange. The Issuer originally owned 164,004 shares of Gastar indirectly through its 81% interest in a private company named Arctic Gold & Platinum Inc. ("AG&PI"). AG&PI commenced selling its shares in Gastar in 2001. The net proceeds from the sale of the Gastar shares were used to repay an outstanding debt to an arm's-length party in the amount of $163,700, to pay other outstanding payables and to pay all of the Issuer's ongoing expenses including in respect of the preparation of the financial statements referred to in paragraph 10. The Issuer currently has approximately $40,000 in cash and marketable securities.

10. The Issuer has filed the following disclosure documents with the Commission via SEDAR:

(a) Audited Annual Financial Statements for the years ended April 30, 2007, April 30, 2006 and April 30, 2005;

(b) Management's Discussion and Analysis for the annual periods referred to in subparagraph (a) above;

(c) Unaudited Interim Financial Statements for the nine months ended January 31, 2007, the three months ended July 31, 2007 (revised) and the six months ended October 31, 2007;

(d) Management's Discussion and Analysis for the interim periods referred to in subparagraph (c) above; and

(e) Certificates required by Multilateral Instrument 52-109 -- Certification of Disclosure in Issuers' Annual and Interim Filings signed by both the Chief Executive Officer and the Chief Financial Officer certifying the annual filings for each of the years ended April 30, 2007, April 30, 2006 and April 30, 2005 and the interim filings for the nine months ended January 31, 2007, the three months ended July 31, 2007 (revised) and the six months ended October 31, 2007.

11. The Issuer has paid outstanding participating fees, filing fees and late fees which are owing to the Commission in connection with the disclosure documents referred to in paragraph 10 above and has filed all of the forms associated with such payments.

12. The Issuer has proposed a reactivation plan consisting of the following:

(a) completing the acquisition of a gold exploration property in Northern Manitoba comprised of four claim units covering 1010 hectares (the "Property") from A.L. Parres Ltd., a company controlled by the sister of a director of the Issuer, in consideration for 100,000 Common Shares and a 3% Net Smelter Returns Royalty pursuant to an acquisition agreement (the "Acquisition Agreement");

(b) completing a private placement of $100,000, $95,000 of which will be subscribed for by existing insiders and $5,000 of which will be subscribed for by a nomimee for director of the Issuer, by issuing units priced at $0.05 per unit with each unit consisting of one (1) Common Share and one (1) warrant exercisable at $0.10 per share for a period of two years;

(c) calling an annual and special meeting of Shareholders to elect directors, change the name of the Issuer, appoint auditors, approve a stock option plan, amend the Issuer's capital structure and approve a new by-law as well as providing Shareholders with the documents set out in paragraph 10 (a) to (d). The Issuer has undertaken to hold such annual and special meeting within three months of the date hereof and will prepare a management information circular in accordance with relevant securities laws, including National Instrument 43-101 -- Standards of Disclosure for Mineral Projects ("NI 43-101"), that will contain prospectus level disclosure with respect to the Issuer. The Issuer will concurrently file such management information circular on SEDAR;

(d) seeking further financing and additional properties; and

(e) seeking a listing of the Common Shares on the CNQ or the TSX Venture Exchange.

13. The Issuer is not, to its knowledge, in default of any requirements of the Cease Trade Order, the Act or the rules and regulations made pursuant thereto, including NI 43-101, other than the following:

(a) the deficiencies referred to in paragraph 6 above;

(b) the Issuer has not filed the press release and material change report referred to in paragraph 16 below; and

(c) the Issuer entered into the Acquisition Agreement described in paragraph 12 which, among other things, provides for the issuance of 100,000 Common Shares.

14. To the extent that the actions described in paragraph 13(c) constitute a contravention of the Cease Trade Order, such contravention was inadvertent.

15. The Issuer will take all necessary actions to obtain relief for its failure to timely hold all annual general meetings required pursuant to the Business Corporation Act (Ontario).

16. Forthwith upon the issuance of this Order, the Issuer will issue a press release and file a material change report announcing the reactivation plans of the Issuer referred to in paragraph 12 above. The Issuer will concurrently file the press release, the material change report and the Acquisition Agreement on SEDAR.

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

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

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

DATED at Toronto, Ontario on this 29th day of January, 2008.