Ely Gold Royalties Inc. – s. 1(11)(b)

Headnote

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 British Columbia and Alberta -- Issuer's securities listed for trading on the TSX Venture Exchange -- Continuous disclosure requirements in British Columbia and Alberta 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, c. S.5, AS AMENDED (the Act) AND IN THE MATTER OF ELY GOLD ROYALTIES INC. (the Applicant)

ORDER (Paragraph 1(11)(b))

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

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

AND UPON the Applicant having represented to the Commission as follows:

1. The Applicant was incorporated under the Business Corporations Act (Alberta) under the name 694227 Alberta Inc. on May 10, 1996. The Applicant changed its name to Kinvara Ventures Inc. on June 24, 1996, and subsequently changed its name to Ivana Ventures Inc. on May 20, 2005, pursuant to articles of amendment. The Applicant continued under the Business Corporations Act (British Columbia) pursuant to a Form 16 Continuation Application made effective on November 2, 2005. It changed its name to Ely Gold & Minerals Inc. on July 4, 2008, and then subsequently changed its name to Ely Gold Royalties Inc. on November 22, 2017, in each case pursuant to a Form 11 Notice of Alteration.

2. The Applicant's head office is located at Suite 2833, 595 Burrard Street, Vancouver, British Columbia V7X 1K8.

3. The authorized capital of the Applicant consists of an unlimited number of common shares without par value (Common Shares). As of the date hereof, 159,951,798 Common Shares are issued and outstanding. The Applicant has outstanding obligations to issue: (i) 29,723,577 Common Shares upon the exercise of 29,723,577 outstanding common share purchase warrants; and (ii) 10,675,000 Common Shares upon the exercise of 10,675,000 outstanding common share purchase options.

4. The Common shares are listed and posted for trading on the TSX Venture Exchange (TSXV) under the symbol "ELY" and on the OTCQX Bulletin Board, an over-the-counter market in the United States, under the symbol "ELGYF". No other securities of the Applicant are listed, traded or quoted on any stock exchange or trading or quotation system.

5. As at the date hereof, the Common Shares are not listed or traded or quoted on any other stock exchange or trading or quotation system in Canada.

6. The Applicant is a reporting issuer under the Securities Act (British Columbia) (the BC Act) and the Securities Act (Alberta) (the Alberta Act). The Applicant became a reporting issuer in British Columbia on April 17, 2000 and in Alberta on September 11, 1996.

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

8. The Applicant's principal regulator is the British Columbia Securities Commission (the BCSC). The BCSC will continue to be the principal regulator of the Applicant once it has obtained reporting issuer status in Ontario.

9. The Applicant is not on the lists of defaulting reporting issuers maintained pursuant to the BC Act or the Alberta Act, and is not in default of any requirement under the BC Act or the Alberta Act, or the rules and regulations made thereunder.

10. The Applicant is subject to the continuous disclosure requirements of the BC Act and the Alberta Act. The continuous disclosure requirements of the BC Act and the Alberta Act are substantially the same as the continuous disclosure requirements under the Act.

11. The continuous disclosure materials filed by the Applicant are available on the System for Electronic Document Analysis and Retrieval.

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

13. Pursuant to section 18 of Policy 3.1 of the TSX Venture Exchange Corporate Finance Manual (theTSXV Manual), a listed-issuer, which is not otherwise a reporting issuer in Ontario, must assess whether it has a "Significant Connection to Ontario" (as defined in Policy 1.1 of the TSXV Manual) and, upon becoming aware that it has a significant connection to Ontario, promptly make a bona fide application to the Commission to be designated as a reporting issuer in Ontario.

14. The Applicant has undertaken an assessment of its shareholder base to determine whether or not the Applicant has a "significant connection to Ontario" as defined in the policies of the TSXV. As a result of that assessment, the Applicant has determined that it has a significant connection to Ontario in that more than 20% of the total number of outstanding Common shares of the Applicant are owned by registered and beneficial shareholders resident in Ontario.

15. None of the Applicant, any of its officers or directors, or any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant 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.

16. None of the Applicant, any of its officers or directors, or any shareholder holding sufficient securities of the Applicant to affect materially the control of the Applicant, 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 investment decision; or

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

17. None of the Applicant's officers or directors, or any shareholder holding sufficient securities to materially affect the control 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 order 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 proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver manager or trustee, within the preceding 10 years

except that, with respect to Thomas E. Wharton Jr. who (i) is a current director of the Applicant and (ii) was a director and insider of Chakana Copper Corp. (Chakana), the BCSC issued a management cease trade order (the MCTO) in respect of all Chakana insiders on October 1, 2019, to accommodate Chakana's need for additional time to file its annual audited financial statements for the year ended May 31, 2019, interim financial statements for the three months ended August 31, 2019, the accompanying management's discussion and analysis, and officer certifications (the Late Filings). The MCTO was lifted on November 19, 2020 after Chakana filed the Late Filings.

AND UPON the Commission being satisfied that granting this Order would not be prejudicial to the public interest;

IT IS HEREBY ORDERED, pursuant to paragraph 1(11)(b) of the Act, that the Applicant is a reporting issuer for the purposes of Ontario securities laws.

DATED at Toronto on this 18th day of December, 2020.

"Jo-Anne Matear"

Manager, Corporate Finance

Ontario Securities Commission