Tulloch Resources Ltd. (formerly Elkhorn Gold Mining Corporation) -- 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

TULLOCH RESOURCES LTD.

(formerly ELKHORN GOLD MINING CORPORATION)

ORDER

(Section 144)

WHEREAS the securities of Tulloch Resources Ltd. (formerly Elkhorn Gold Mining Corporation) (the "Applicant") are subject to a cease trade order made by the Director dated January 11, 2002 pursuant to subsections 127(1) and 127(5) of the Act directing that all trading in the securities of the Applicant cease until the order is revoked by the Director and such order was extended by a further order made by the Director dated January 23, 2002 pursuant to subsection 127(8) of the Act (the "Ontario Cease Trade Order");

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 outlined below;

AND WHEREAS the Applicant has applied to the Ontario Securities Commission (the "Commission") for an order pursuant to section 144(1) of the Act to revoke the Ontario Cease Trade Order;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is a corporation incorporated under the laws of the Province of British Columbia. On October 12, 2011, the Applicant filed articles of amendment to change its name from Elkhorn Gold Mining Corporation to Tulloch Resources Ltd. The head office of the Applicant is located at Suite 1209 -- 409 Granville Street, Vancouver, British Columbia, V6C 1T2.

2. The Applicant is a reporting issuer or the equivalent under the securities legislation of the provinces of British Columbia and Ontario (the "Reporting Jurisdictions"). The Applicant is not a reporting issuer in any other jurisdiction in Canada.

3. The Applicant's authorized share capital consists of 100,000,000 common shares (the "Common Shares") without par value of which 18,904,532 are issued and outstanding.

4. Other than the Common Shares, the Applicant has no securities (including debt securities) issued and outstanding.

5. The Applicant's Common Shares were delisted from the Toronto Stock Exchange on September 4, 2001 because the Applicant failed to maintain listing requirements. The Applicant currently has no securities listed or quoted on any market.

6. The Applicant is also subject to a cease trade order issued by the British Columbia Securities Commission on January 3, 2002 (together with the Ontario Cease Trade Order, the "Cease Trade Orders") which was issued due to the Applicant's failure to file certain financial statements for the financial year ended July 31, 2001.

7. The Ontario Cease Trade Order was issued due to the Applicant's failure to file audited annual financial statements for the year ended July 31, 2001 and unaudited interim financial statements for the three-month period ended October 31, 2001.

8. The Applicant subsequently failed to file the following disclosure documents with the Commission in accordance with the requirements of Ontario securities law:

a. annual audited financial statements for the years ended July 31, 2002 to July 31, 2010 (inclusive), as required by National instrument 51-102 -- Continuous Disclosure Obligations ("NI 51-102");

b. the management's discussion and analysis related thereto, as required by NI 51-102;

c. the certificates related thereto for the financial years ended July 31, 2004 to July 31, 2010 (inclusive), as required by National Instrument 52-109 -- Certification of Disclosure in Issuer's Annual and Interim Filings ("NI 52-109");

d. the unaudited interim financial statements for the periods ended October 31, 2001 through April 30, 2011 (inclusive), as required by NI 51-102;

e. the management's discussion and analysis related thereto, as required by NI 51-102;

f. the certificates related therefore for the financial periods ended January 31, 2004 through April 30, 2011 (inclusive), as required by NI 52-109;

g. a material change report and related press release in September 2001 in respect of the Applicant's de-listing from the Toronto Stock Exchange, as required by NI 51-102;

h. a change of status report in September 2001 in respect of the Applicant's de-listing from the Toronto Stock Exchange, as required by NI 51-102;

i. a material change report and related press release in January 2002 regarding the cease trade order issued by the British Columbia Securities Commission, as required by NI 51-102;

j. a material change report and related press release in January 2002 regarding the Ontario Cease Trade Order, as required by NI 51-102;

k. a material change report and related press release in August 2011 regarding the applications to the Commission and the British Columbia Securities Commission for revocation of the Cease Trade Orders, as required by NI 51-102;

l. a material change report and related press release in September 2011 regarding the appointment of a new director, as required by NI 51-102; and

m. a material change report and related press release in September 2011 regarding the Court Order (as defined below), as required by NI 51-102.

9. The Applicant further failed to pay participation fees for the years ended July 31, 2001 to July 31, 2010 (inclusive), as required by OSC Rule 13-502 -- Fees ("Rule 13-502").

10. Other than the Cease Trade Orders, the Applicant has not previously been subject to a cease trade order in any jurisdiction.

11. The Applicant was granted a court order under Section 229 of the Business Corporations Act (British Columbia) on July 25, 2011 to remedy certain of its prior corporate deficiencies (the "Court Order").

12. Pursuant to the terms of the Court Order, the Applicant held an extraordinary and annual meeting (the "Meeting") on October 11, 2011 at which all matters including those required to be approved in the Court Order were approved by the shareholders of the Applicant. The notice and information circular dated September 9, 2011 of the Applicant prepared in connection with the Meeting complies in all respects with securities laws and includes prospectus-level disclosure about each of the Applicant's current directors and officers.

13. Since the issuance of the Cease Trade Orders, the Applicant has filed, among other things, the following continuous disclosure documents with the Reporting Jurisdictions:

(a) on September 15, 2011, the Applicant's notice of and management information circular with respect to the Applicant's annual and extraordinary general meeting held October 11, 2011;

(b) on October 3, 2011, the Applicant's notice of change of auditor and related documents;

(c) on October 20, 2011, audited annual financial statements for the years ended July 31, 2008, 2009 and 2010, along with the corresponding management's discussion and analysis and the certificates of annual filings required by NI 52-109;

(d) on October 20, 2011, unaudited interim financial statements for the periods ended October 31, 2010, January 31, 2011 and April 30, 2011 along with the corresponding management's discussion and analysis for each such period and the certificates of interim filings required by NI 52-109;

(e) on October 27, 2011, a press release dated October 27, 2011 and on November 3, 2011, the related material change report dated November 3, 2011;

(f) on October 31, 2011, audited annual financial statements for the year ended July 31, 2011, along with the corresponding management's discussion and analysis and the certificates of annual filings required by NI 52-109; and

(g) on December 29, 2011, unaudited interim financial statements for the period ended October 31, 2011 along with the corresponding management's discussion and analysis for such period and the certificates of interim filings required by NI 52-109, and on January 5, 2012 amendments thereto.

(the "Filings")

14. The Applicant has not filed with the Commission:

(a) the audited financial statements for the years end July 31, 2001 through July 31, 2007, the corresponding management's discussion and analysis for each such year, and the corresponding certificates required by NI 52-109; and

(b) the unaudited interim financial statements for the periods ended October 31, 2001 through April 30, 2010, the corresponding management's discussion and analysis for each such period, and the corresponding certificates required by NI 52-109.

(the "Outstanding Filings").

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

16. Since the issuance of the Ontario Cease Trade Order, all material changes in the Applicant's business were disclosed in a material change report filed by the Applicant on November 3, 2011.

17. Since the issuance of the Ontario Cease Trade Order, no technical report has been required to be filed by the Applicant pursuant to National Instrument 43-101 -- Standards of Disclosure for Mineral Projects.

18. The Applicant has filed all applicable forms under Rule 13-502 and paid all applicable participation and late filings fees in accordance with, as follows:

a. participation fees (including late fees) for the financial years ending July 31, 2001 to July 31, 2010 (inclusive);

b. late document fees for the late filing of (i) audited annual financial statements for the years ended July 31, 2008 to 2010 (inclusive); and (ii) unaudited interim financial statements for the periods ended October 31, 2010, January 31, 2011 and April 30, 2011; and

c. fees for the filing of the audited annual financial statements for the year ended July 31, 2011.

19. The Applicant has paid all outstanding filing fees, participation fees and late filing fees required to be paid to the British Columbia Securities Commission and has filed all forms associated with such payments.

20. Effective July 6, 2011, Steven Desmond Paquin was appointed as a director of the Applicant. Other than this appointment, the Applicant has had no changes to its directors, officers or insiders since the date of the Ontario Cease Trade Order.

21. 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.

22. The Applicant has given the executive director of its principal regulator, the British Columbia Securities Commission ("Executive Director") a written undertaking that it will not complete any transaction that would result in a reverse take-over while the Applicant is not listed on a stock exchange recognized by a securities regulatory authority in Canada without providing advance written notice of such transaction to the Executive Director.

23. The Applicant has filed a completed a personal information form and authorization form for each director and officer of the Applicant in the form of Appendix A of NI 44-101 -- General Prospectus Requirements ("NI 44-101") or in such other form as permitted by NI 44-101.

24. The Applicant's SEDAR and SEDI profiles are current and accurate.

25. Upon the issuance of this revocation order, the Applicant will issue a news release announcing the revocation. The Applicant will concurrently file the news release and material change report on SEDAR.

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 Ontario Cease Trade Order.

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

DATED this January 16, 2012.