Sedibelo Resources Limited (formerly known as Sedibelo Platinum Mines Limited) – 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 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.

Statutes Cited

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

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED (the Act) AND IN THE MATTER OF SEDIBELO RESOURCES LIMITED (formerly known as Sedibelo Platinum Mines Limited)

ORDER (Section 144 of the Act)

WHEREAS the securities of Sedibelo Resources Mines Limited (the Applicant) are subject to a temporary cease trade order made by the Director of the Ontario Securities Commission (the Commission) dated May 9, 2014 pursuant to paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, which temporary cease trade order expired and was replaced with a permanent cease trade order on May 21, 2014 (the Ontario Cease Trade Order), directing that trading in securities of the Applicant cease until further order 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 below;

AND WHEREAS the Applicant has applied to the Commission pursuant to section 144 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 and registered under the laws of the Island of Guernsey.

2. The head office of the Applicant is located at Oak House, Hirzel Street, St Peter Port, Guernsey, GY1 3RH.

3. The Applicant is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador (collectively, the Jurisdictions). The Commission is the principal regulator for the Applicant.

4. The Applicant's authorized capital consists of an unlimited number of ordinary shares (Ordinary Shares) of which 3,095,401,663 Ordinary Shares were issued and outstanding as of December 31, 2021.

5. The Ontario Cease Trade Order was issued as a result of the Applicant failing to file its audited annual financial statements and management's discussion and analysis (MD&A) for the year ended December 31, 2013, within the timeframes as required under National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and related certifications (the NI 52-109 Certificates) as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109).

6. The Applicant also is subject to cease trade orders (together with the Ontario Cease Trade Order, the Cease Trade Orders) issued by the British Columbia Securities Commission, the Alberta Securities Commission and The Manitoba Securities Commission.

7. The Applicant subsequently failed to file other continuous disclosure documents within the prescribed timeframe in accordance with the requirements of Ontario securities law.

8. The Applicant's Ordinary Shares were traded on the Toronto Stock Exchange (the TSX) under the symbol "PPN" and were voluntarily delisted in December 2011.

9. In addition to its listing on the TSX, the Applicant was also listed on the alternative investments market of the London Stock Exchange (the LSE) under the symbol "PPN" and the securities exchange operated by the JSE Limited (the JSE) under the symbol "PLN". The Applicant voluntarily delisted its Ordinary Shares from the LSE and the JSE in December 2011, and accordingly, its securities are no longer traded on the LSE or JSE.

10. Since the issuance of the Ontario Cease Trade Order, the Applicant has filed the following continuous disclosure documents with the Jurisdictions:

(a) audited annual consolidated financial statements for the years ended December 31, 2013 to December 31, 2021;

(b) MD&A relating to the above annual financial statements;

(c) NI 52-109 Certificates relating to the above financial statements, as required by NI 52-109;

(d) unaudited interim financial statements for the interim periods ending March 31, 2013, June 30, 2013, September 30, 2013, December 31, 2013, March 31, 2014, June 30, 2014, September 30, 2014, March 31, 2015, June 30, 2015, September 30, 2015, March 31, 2016, June 30, 2016, September 30, 2016, March 31, 2017, June 30, 2017, September 30, 2017, March 31, 2018, June 30, 2018, September 30, 2018, March 31, 2019. June 30, 2019, September 30, 2019, March 31, 2020, June 30, 2020, September 30, 2020, March 31, 2021, June 30, 2021 and September 30, 2021;

(e) MD&A relating to the above unaudited interim financial statements;

(f) NI 52-109 Certificates relating to the above unaudited interim financial statements, as required by NI 52-109;

(g) a material change report dated February 27, 2015, in connection with the appointment of Erich Clarke, the Applicant's current Chief Executive Officer, as Chief Financial Officer;

(h) a material change report dated April 22, 2016, in connection with the appointment of Elmarie Maritz, the Applicant's current Chief Financial Officer, as Chief Financial Officer;

(i) a statement of executive compensation for the year ended December 31, 2021;

(j) audit committee and corporate governance disclosure for the year ended December 31, 2021;

(k) technical reports in the form prescribed by National Instrument 43-101 Standards of Disclosure for Mineral Projects for the Applicant's Kruidfontein, P-S-M and Mphahlele properties; and

(l) the Applicant's "material contracts" (as such term is defined in NI 51-102), as required by section 12.2 of NI 51-102.

11. The Applicant has not filed the following:

(a) proxy-related materials in respect of its meetings held on December 1, 2015, September 13, 2016, September 13, 2017, September 18, 2018, September 6, 2019, May 20, 2020 and October 19, 2021;

(b) statements of executive compensation for the years ended December 31, 2011 to December 31, 2020;

(c) audit committee and corporate governance disclosure for the years ended December 31, 2011 to December 31, 2020; and

(d) press releases announcing certain corporate updates in respect of the Applicant's business.

12. The Applicant has requested that the Commission exercise its discretion in accordance with sections 6 and 7 of National Policy 12-202 Revocation of a Compliance-related Cease Trade Order (NP 12-202).

13. The Applicant has filed with the Commission all continuous disclosure that it is required to file under the Act, except any continuous disclosure that the Commission elected not to require as contemplated in sections 6 and 7 of NP 12-202 (the Outstanding Filings), and has paid all activity, participation and late filing fees that it is required to pay to the Commission.

14. Except for the failure to file the Outstanding Filings, the Applicant is (i) 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.

15. As of the date hereof, the Applicant's profiles on the System for Electronic document Analysis and Retrieval (SEDAR) and the System for Electronic Disclosure by Insiders are current and accurate.

16. 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.

17. The Applicant has held annual meetings in accordance with the laws of the Island of Guernsey since the effective date of the Ontario Cease Trade Order, and held an extraordinary meeting of shareholders (the Special Meeting) on June 1, 2022. In connection with the Special Meeting, the Applicant prepared a notice of meeting and management information circular, which was mailed to shareholders and filed on SEDAR on May 10, 2022.

18. Upon the revocation of the Ontario Cease Trade Order, the Applicant will issue a news release and concurrently file a material change report on SEDAR announcing the revocation of the Ontario Cease Trade Order.

19. The Applicant intends, if the facts permit and subject to the board of directors of the Applicant determining that it is in the best interests of the Applicant, to apply to cease to be a reporting issuer in each of the Jurisdictions pursuant to the modified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer.

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

AND WHEREAS the Director 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 Ontario Cease Trade Order is revoked.

DATED this 27th day of June, 2022.