Sunspot Capital Inc.

Headnote

Application by an issuer for a revocation of a cease trade order issued by the Commission -- cease trade order issued because the issuer had 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.

Applicable Legislative Provisions

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

IN THE MATTER OF THE SECURITIES ACT R.S.O. 1990, CHAPTER S.5, AS AMENDED (the Act) AND IN THE MATTER OF SUNSPOT CAPITAL INC. (FORMERLY, TRUE ZONE RESOURCES INC.)

ORDER (Section 144 of the Act)

WHEREAS the securities of Sunspot Capital Inc. (the Applicant) are subject to a cease trade order issued by the Director of the Ontario Securities Commission (the Commission) dated September 30, 2015, pursuant to paragraph 2 of subsection 127(1) of the Act (the Ontario Cease Trade Order), directing that all trading in the securities of the Applicant, whether direct or indirect, cease until the Ontario Cease Trade Order is revoked 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 WHEREAS the Applicant has applied to the Commission pursuant to section 144 of the Act for a full revocation of the Ontario Cease Trade Order;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was incorporated in the province of British Columbia under the Business Corporations Act (British Columbia) on April 26, 2007.

2. At time of the Ontario Cease Trade Order, the Applicant's name was "True Zone Resources Inc." Effective, November 20, 2020, the Applicant changed its name to "Sunspot Capital Inc."

3. The Applicant's head office and principal place of business is located at Suite 510, 580 Hornby Street, Vancouver, British Columbia, V6C 3B6. The Applicant's registered and records office is located at Suite 2200, 885 West Georgia Street, Vancouver, British Columbia, V6C 3E8.

4. Prior to the issuance of the Ontario Cease Trade Order, the Applicant was a mineral exploration company with minimal activities or operations. Subsequent to the issuance of the Ontario Cease Trade Order, the Applicant ceased to carry on an active business. The Applicant intends to engage in a process of identifying and evaluating potential business opportunities.

5. The Applicant is a reporting issuer under the securities legislation of the provinces of Ontario and British Columbia (together, the Reporting Jurisdictions). The Applicant is not a reporting issuer in any other jurisdiction in Canada. The Applicant's principal regulator is the British Columbia Securities Commission (BCSC).

6. The Applicant's authorized share capital consists of an unlimited number of common shares (Common Shares). The Applicant currently has 51,975,333 Common Shares issued and outstanding. Other than the issued and outstanding Common Shares, the Applicant has no securities issued and outstanding.

7. The Common Shares under the trading symbol "TAZ", were delisted from trading on the Canadian Securities Exchange on April 19, 2016. Other than the foregoing, the Common Shares have not been nor are they now listed on any other stock exchange. The Common Shares are not currently listed on any other exchange or market in Canada or elsewhere.

8. The Ontario Cease Trade Order was made as a result of the Applicant's failure to file (i) audited financial statements for the year ended April 30, 2015, (ii) management's discussion and analysis (MD&A) relating to the audited annual financial statements for the year ended April 30, 2015, and (iii) the certification of the foregoing filings as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109).

9. In addition to the Ontario Cease Trade Order, the Applicant's securities are also subject to a cease trade order issued by the BCSC dated September 10, 2015 (the BC Cease Trade Order) (collectively with the Ontario Cease Trade Order, the Cease Trade Orders).

10. The Applicant has concurrently applied to the BCSC for a full revocation of the BC Cease Trade Order.

11. Subsequent to the issuance of the Ontario Cease Trade Order, the Applicant failed to file in the Reporting Jurisdictions the following continuous disclosure documents within the prescribed time frame in accordance with the requirements of applicable securities laws:

(i) annual audited financial statements for the years ended April 30, 2016, April 30, 2017, April 30, 2018, April 30, 2019 and April 30, 2020;

(ii) interim unaudited financial statements for the interim periods ended July 31, 2015 through to October 31, 2020;

(iii) MD&A relating to the financial statements referred to in subparagraphs (i) and (ii) above;

(iv) certificates required to be filed in respect of the financial statements referred to in subparagraphs (i) and (ii) above under NI 52-109;

(v) Form 51-102F6V Statement of Executive Compensation -- Venture Issuers for the years ended April 30, 2015, April 30, 2016, April 30, 2017, April 30, 2018, April 30, 2019 and April 30, 2020;

(vi) disclosure required by Form 52-110F2 Disclosure by Venture Issuers for the years ended April 30, 2015, April 30, 2016, April 30, 2017, April 30, 2018, April 30, 2019 and April 30, 2020; and

(vii) disclosure required by Form 58-101F2 Corporate Governance Disclosure (Venture Issuers) for the years ended April 30, 2015, April 30, 2016, April 30, 2017, April 30, 2018, April 30, 2019 and April 30, 2020.

12. Since the issuance of the Ontario Cease Trade Order, the Applicant has filed in the Reporting Jurisdictions:

(i) annual audited financial statements for the years ended April 30, 2019 and April 30, 2020;

(ii) interim unaudited financial statements for the interim periods ended July 31, 2020 and October 31, 2020;

(iii) MD&A relating to the financial statements referred to in subparagraphs (i) and (ii) above;

(iv) certificates required to be filed in respect of the financial statements referred to in subparagraphs (i) and (ii) above under NI 52-109;

(v) Form 51-102F6V Statement of Executive Compensation -- Venture Issuers for the years ended April 30, 2019 and April 30, 2020;

(vi) Form 52-110F2 Disclosure by Venture Issuers as at March 15, 2021, the date of filing; and

(vii) Form 58-101F2 Corporate Governance Disclosure (Venture Issuers) as at March 15, 2021, the date of filing.

13. The Applicant has also filed in Ontario, a Form 13-502F2 Class 2 Reporting Issuers -- Participation Fee, in respect of the financial statements for the years ended April 30, 2015, April 30, 2016, April 30, 2017, April 30, 2018, April 30, 2019 and April 30, 2020

14. The Applicant has not filed:

(i) annual audited financial statements for the years ended April 30, 2015 through to April 30, 2018;

(ii) interim unaudited financial statements for the interim periods ended July 31, 2015 through to January 31, 2020;

(iii) MD&A relating to the financial statements referred to in subparagraphs (i) and (ii) above;

(iv) certificates required to be filed in respect of the financial statements referred to in subparagraphs (i) and (ii) above under NI 52-109;

(v) Form 51-102F6V Statement of Executive Compensation -- Venture Issuers for the years ended April 30, 2015, April 30, 2016, April 30, 2017 and April 30, 2018;

(vi) disclosure required by Form 52-110F2 Disclosure by Venture Issuers for the years ended April 30, 2015, April 30, 2016, April 30, 2017, April 30, 2018, April 30, 2019 and April 30, 2020; and

(vii) disclosure required by Form 58-101F2 Corporate Governance Disclosure (Venture Issuers) for the years ended April 30, 2015, April 30, 2016, April 30, 2017, April 30, 2018, April 30, 2019 and April 30, 2020

(collectively, the Outstanding Filings) and has requested that the Commission exercise its discretion, in accordance with sections 6 and 7 of National Policy 12-202 Revocation of Certain Cease Trade Orders and elect not to require the Applicant to file the Outstanding Filings.

15. Except for the Outstanding Filings, the Applicant 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 Cease Trade Orders, and (iii) not in default of any of its obligations under the Cease Trade Orders.

16. The Applicant's issuer profile on the System for Electronic Document Analysis and Retrieval (SEDAR) and the issuer profile supplement on the System for Electronic Disclosure by Insiders (SEDI) are current and accurate.

17. The Applicant has paid all outstanding activity, participation and late filing fees that are required to be paid to the Commission and BCSC and has filed all forms associated with such payments.

18. The Applicant is not considering nor is it involved in any discussions related to, a reverse takeover, merger, amalgamation or other form of combination or transaction similar to any of the foregoing.

19. Since the issuance of the Cease Trade Orders, there have not been any material changes in the business, operations or affairs of the Applicant that have not been disclosed to the public.

20. The Applicant has not held an annual meeting of its shareholders since January 12, 2015 and has given the Commission and the BCSC a written undertaking that it will hold an annual meeting of its shareholders, pursuant to the Business Corporations Act (British Columbia), within three months after the date on which the Cease Trade Orders are revoked.

21. Upon the issuance of this revocation order and a concurrent revocation order from the BCSC, the Applicant will issue a news release announcing the revocation of the Cease Trade Orders and concurrently file the news release and a related material change report on SEDAR.

AND UPON considering the application and the recommendation of 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 30 day of March, 2021.