Spruce Ridge Resources Ltd.

Headnote

National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions -- 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.

Applicable Legislative Provisions

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

SPRUCE RIDGE RESOURCES LTD.

REVOCATION ORDER

UNDER THE SECURITIES LEGISLATION OF ONTARIO
(the "Legislation")

Background

1. Spruce Ridge Resources Ltd. (the Issuer) is subject to a failure-to-file cease trade order (the FFCTO) issued by the Ontario Securities Commission (the Principal Regulator) on September 2, 2022.

2. The Issuer has applied to the Principal Regulator under National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions (NP 11-207) for an order revoking the FFCTO.

Interpretation

3. Terms defined in National Instrument 14-101 Definitions or in NP 11-207 have the same meaning if used in this order, unless otherwise defined.

Representations

4. This decision is based on the following facts represented by the Issuer:

(a) The Issuer was incorporated under the laws of the province of Ontario on May 4, 1989 under the name "Lakeland Associates Inc". It subsequently changed its name to the present name of "Spruce Ridge Resources Ltd." On October 28, 1992.

(b) The Issuer's head office is located at 18 King Street East, Suite 902, Toronto, Ontario M5C 1C4.

(c) The Issuer is a reporting issuer in the jurisdictions of Ontario, British Columbia, and Alberta (the Reporting Jurisdictions).

(d) The Issuer's authorized capital consists of an unlimited number of common shares. As of the date hereof, 180,207,202 common shares are issued and outstanding.

(e) The Issuer's common shares were listed for trading on the TSX Venture Exchange (TSXV) under the symbol "SHL". The common shares remain suspended on the TSXV as of the date hereof. The common shares are not listed, quoted or traded on any other exchange, marketplace or other facility for bringing together buyers and sellers in Canada or elsewhere.

(f) The FFCTO was issued by the Principal Regulator as a result of the Issuer's failure to file the following, within the required timeframe (collectively, the Initial Required Filings):

i. Annual audited financial statements for the year ended April 30, 2022

ii. Management's discussion and analysis relating to the annual audited financial statements for the year ended April 30, 2022;

iii. certifications of the annual filings for the year ended April 30, 2022, as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109);

(g) Since the issuance of the FFCTO, the Issuer also failed to file the following documents within the required timeframe (collectively, the Additional Required Filings):

i. Interim financial statements and related management's discussion and analysis for the interim periods ending July 31, 2022 and October 31, 2022;

ii. Certifications of the interim filings noted above, as required by NI 52-109;

iii. Statement of executive compensation for the year ended April 30, 2022 as required under subsection 9.3.1(2.2) of NI 51-102; and

iv. Copies of the reporting packages required in connection with an auditor termination or resignation and auditor appointment, as required under subparagraphs 4.11(5)(b)(iii) and 4.11(6)(b)(ii) of NI 51-102.

(h) The Issuer has now filed all outstanding continuous disclosure documents with the Principal Regulator, including the Initial Required Filings and the Additional Required Filings.

(i) The Issuer 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 FFCTO; and (iii) not in default of any of its obligations under the FFCTO.

(j) The Issuer's profile on the System for Electronic Document Analysis and Retrieval+ (SEDAR+) and the System for Electronic Disclosure by Insiders (SEDI) are up-to-date.

(k) The Issuer has paid all outstanding activity, participating and late filing fees that are required to be paid and has filed all forms associated with such payments.

(l) The Issuer 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.

(m) Since the issuance of the FFCTO, there have been no material changes in the business, operations or affairs of the Issuer that have not been disclosed by news release and/or material change report and filed on SEDAR+.

(n) Upon the issuance of this revocation order the Issuer will issue a news release announcing the revocation of the FFCTO, and concurrently file the news release on SEDAR+.

Order

5. The Principal Regulator is satisfied that the order to revoke the FFCTO meets the test set out in the Legislation for the Principal Regulator to make the decision.

6. The decision of the Principal Regulator under the Legislation is that the FFCTO is revoked.

OSC File#: 2023/0148