Decade Resources Ltd. — Regulatory Filings 2020

Aug 14, 2020

Form 45-106F1 Report of Exempt Distribution

BCSC EDER Reference Number 9206183

ITEM 1 - REPORT TYPE
New report∣✓
Amended report								If amended, provide filing date of report that is being amended				(YYYY-MM-DD)
ITEM 2 - PARTY CERTIFYING THE REPORT
Indicate the party certifying the report (select only one). For guidance regarding whether an issuer is an investment fund, refer to section 1.1 of NationalInstrument 81-106 Investment Fund Continuous Disclosure and the companion policy to NI 81-106.
Investment fund issuer
Issuer (other than an investment fund)∣✔
Underwriter
	ITEM 3 - ISSUER NAME AND OTHER IDENTIFIERS
Provide the following information about the issuer, or if the issuer is an investment fund, about the fund.
Decade Resources Ltd.Full legal name
Previous full legal name
If the issuer's name changed in the last 12 months, provide most recent previous legal name.
	Website	www.decaderesources.ca						(if applicable)
If the issuer has a legal entity identifier, provide below. Refer to Part B of the Instructions for the definition of "legal entity identifier".
Legal entity identifier
If two or more issuers distributed a single security, provide the full legal name(s) of the co-issuer(s) other than the issuer named above.
Full legal name(s) of co-issuer(s)								(if applicable)
ITEM 4 - UNDERWRITER INFORMATION
If an underwriter is completing the report, provide the underwriter's full legal name and firm NRD number.
Full legal name
Firm NRD number							(if applicable)
If the underwriter does not have a firm NRD number, provide the head office contact information of the underwriter.
Street address
Municipality								Province/State
Country								Postal code/Zip code
Telephone number								Website				(if applicable)

ITEM 5 - ISSUER INFORMATION
If the issuer is an investment fund, do not complete Item 5. Proceed to Item 6.
Primary industrya)
Provide the issuer's North American Industry Classification Standard (NAICS) code (6 digits only) that in your reasonable judgment most closelycorresponds to the issuer's primary business activity.
NAICS industry code222201
If the issuer is in the mining industry, indicate the stage of operations. This does not apply to issuers that provide services to issuers operating in themining industry. Select the category that best describes the issuer's stage of operations.ExplorationDevelopmentProduction$\checkmark$
Is the issuer's primary business to invest all or substantially all of its assets in any of the following? If yes, select all that apply.
Commercial/business debtConsumer debtMortgagesReal estatePrivate companiesCryptoassets
Number of employeesb)
$\sqrt{0}$ - 49Number of employees:$50 - 99$$100 - 499$500 or more
SEDAR profile numberC)
Does the issuer have a SEDAR profile?
NoIf yes, provide SEDAR profile number$\vert \checkmark \vert$Yes$\overline{2}$$\overline{2}$$\mathbf 0$$\boldsymbol{0}$5807
If the issuer does not have SEDAR profile complete item 5(d) - (h).
Head office addressd)
Street addressProvince/State
MunicipalityPostal code/Zip code
Telephone numberCountry
Date of formation and financial year-ende)
Date of formationFinancial year-endYYYYМMDDDDмм
Reporting issuer statusf)
NoYesIs the issuer a reporting issuer in any jurisdication of Canada?
If yes, select the jurisdictions of Canada in which the issuer is a reporting issuer.
BCAllABмвNBNTNL.
ΝSONPEQCYTΝUSK
Public listing statusg)
If the issuer has a CUSIP number, provide below (first 6 digits only)CUSIP number
If the issuer is publicly listed, provide the name of the exchange on which the issuer's equity securities primarily trade. Provide only the name of anexchange and not a trading facility such as, for example, an automated trading system.
Exchange name
Size of issuer's assetsh)
Select the size of the issuer's assets based on its most recently available annual financial statements (Canadian $). If the issuer has not prepared annualfinancial statements for its first financial year, provide the size of the issuer's assets at the distribution end date.

$\Box$ $0 to under $5M	$\Box$ $5M to under $25M	$\Box$ $25M to under $100M
S100M to under $500M	◯ $500M to under $1B	□ $1B or over

	ITEM 6 - INVESTMENT FUND ISSUER INFORMATION
	If the issuer is an investment fund, provide the following information.
Investment fund manager informationa)
Full legal name
Firm NRD number	(if applicable)
	If the investment fund manager does not have a firm NRD number, provide the head office contact information of the investment fund manager.
Street address
Municipality	Province/State
Country	Postal code/Zip code
Telephone number	Website (if applicable)
Type of investment fundb)
	Type of investment fund that most accurately identifies the issuer (select only one).
Money market	Fixed incomeBalancedEquity
CryptoassetOther (describe)Alternative strategies
Indicate whether one or both of the following apply to the investment fund.
	Invests primarily in other investment fund issuers
Is a UCITs Fund 1
	1Undertaking for the Collective Investment of Transferable Securities funds (UCITs Funds) are investment funds regulated by the European Union(EU) directives that allow collective investment schemes to operate throughout the EU on a passport basis on authorization from one member state.
C)	Date of formation and financial year-end of the investment fund
Date of formation	Financial year-end
	YYYYMMDDMMDD
d)	Reporting issuer status of the investment fund
	NoYesIs the investment fund a reporting issuer in any jurisdication of Canada?
	If yes, select the jurisdictions of Canada in which the investment fund is a reporting issuer.
All	ABBCMВNBNLNT
NS	ONPENUQCSKYT
e)	Public listing status of the investment fund
	If the investment fund has a CUSIP number, provide below (first 6 digits only)
	CUSIP number
	If the investment fund is publicly listed, provide the name of the exchange on which the investment fund's securities primarily trade. Provide only thename of an exchange and not a trading facility such as, for example, an automated trading system.
Exchange name
f)	Net asset value (NAV) of the investment fund
	Select the NAV range of the investment fund as of the date of the most recent NAV calculation (Canadian $).
$0 to under $5M	$5M to under $25M$25M to under $100M
$100M to under $500M	$500M to under $1B$1B or overDate of NAV calculation:
	YYYYΜMDD

				ITEM 7 - INFORMATION ABOUT THE DISTRIBUTION
Schedule 1 of the report.							If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include in Item 7 and Schedule 1 information aboutpurchasers resident in that jurisdiction of Canada only. Do not include in Item 7 securities issued as payment of commissions or finder's fees in					connection with the distribution, which must be disclosed in Item 8. The information provided in Item 7 must reconcile with the information provided in
a)	Currency
							Select the currency or currencies in which the distribution was made. All dollar amounts provided in the report must be in Canadian dollars.
✓	Canadian dollar			US dollar		Euro	Other (describe)
b)	Distribution date(s)
distribution period covered by the report.							as both the start and end dates. If the report is being filed for securities distributed on a continuous basis, include the start and end dates for the					State the distribution start and end dates. If the report is being filed for securities distributed on only one distribution date, provide the distribution date
			Start date	2020	08	05	End date		2020	08	05
				YYYY	MM	DD			YYYY	MM	DD
C)				Detailed purchaser information
							Complete Schedule 1 of this form for each purchaser and attach the schedule to the completed report.
d)	Types of securities distributed
							Provide the following information for all distributions reported on a per security basis. Refer to Part A(12) of the Instructions for how to indicate thesecurity code. If providing the CUSIP number, indicate the full 9-digit CUSIP number assigned to the security being distributed.
							Canadian $
Securitycode		CUSIP number(if applicable)			Description of security		Number ofsecurities		Single orlowestprice		Highest price	Total amount
UFT.		242779		Each flow-through unit consists ofone common flow-through shareand one transferable commonshare purchase warrant.			24,000,000.00		1,200,000.000.0500
e)				Details of rights and convertible/exchangeable securities
							were distributed, provide the conversion ratio and describe any other terms for each convertible/exchangeable security.					If any rights (e.g. warrants, options) were distributed, provide the exercise price and expiry date for each right. If any convertible/exchangeable securities
Convertible /exchangeablesecurity code		Underlyingsecurity code		Lowest	Exercise price(Canadian $)	Highest	Expiry date(YYYY- MM-DD)		Conversionratio		Describe other items (if applicable)
W$\mathsf{N}$	CΤ	M	S	0.0800			2022-08-05	1:1		share		Each transferable warrantexercisable for one common
f)				Summary of the distribution by jurisdiction and exemption
jurisdiction.							State the total dollar amount of securities distributed and the number of purchasers for each jurisdiction of Canada and foreign jurisdiction where apurchaser resides and for each exemption relied on in Canada for that distribution. However, if an issuer located outside of Canada completes adistribution in a jurisdiction of Canada, include distributions to purchasers resident in that jurisdiction of Canada only.This table requires a separate line item for: (i) each jurisdiction where a purchaser resides, (ii) each exemption relied on in the jurisdiction where apurchaser resides, if a purchaser resides in a jurisdiction of Canada, and (iii) each exemption relied on in Canada, if a purchaser resides in a foreignFor jurisdictions within Canada, state the province or territory, otherwise state the country.
	Province orcountry					Exemption relied on			Number of unique 28purchasers			Total amount (Canadian $)
	British Columbia			NI 45-106 2.3 [Accredited investor]						13		405,000.00
	Ontario			NI 45-106 2.3 [Accredited investor]						8		720,000.00
	Québec			NI 45-106 2.3 [Accredited investor]								50,000.00
	Alberta			NI 45-106 2.3 [Accredited investor]								25,000.00
							Total dollar amount of securities distributed					1,200,000.00

				Total number of unique purchasers 2b
--	--	--	--	-------------------------------------------------

23

2a In calculating the number of unique purchasers per row, count each purchaser only once. Joint purchasers may be counted as one purchaser.

2b In calculating the total number of unique purchasers to which the issuer distributed securities, count each purchaser only once, regardless of whether the issuer distributed multiple types of securities to, and relied on multiple exemptions for, that purchaser.

Net proceeds to the investment fund by jurisdiction $g)$

If the issuer is an investment fund, provide the net proceeds to the investment fund for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides.3 If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include net proceeds for that jurisdiction of Canada only. For jurisdictions within Canada, state the province or territory, otherwise state the country.

Province or country	Net proceeds(Canadian $)
Total net proceeds to the investment fund

3"Net proceeds" means the gross proceeds realized in the jurisdiction from the distributions for which the report is being filed, less the gross redemptions that occurred during the distribution period covered by the report.

Offering materials - This section applies only in Saskatchewan, Ontario, Québec, New Brunswick and Nova Scotia. $h)$

If a distribution has occurred in Saskatchewan, Ontario, Québec, New Brunswick or Nova Scotia, complete the table below by listing the offering materials that are required under the prospectus exemption relied on to be filed with or delivered to the securities requlatory authority or requlator in those jurisdictions.

In Ontario, if the offering materials listed in the table are required to be filed with or delivered to the Ontario Securities Commission (OSC), attach an electronic version of the offering materials that have not been previously filed with or delivered to the OSC.

Description	Date of document orother material(YYYY-MM-DD)	Previously filedwith or delivered toregulator?(Y/N)	Date previously filed ordelivered(YYYY-MM-DD)

ITEM 8 - COMPENSATION INFORMATION
Provide information for each person (as defined in NI 45-106) to whom the issuer directly provides, or will provide, any compensation in connection withthe distribution. Complete additional copies of this page if more than one person was, or will be, compensated.
Indicate whether any compensation was paid, or will be paid, in connection with the distribution.
No✓Yes	If yes, indicate number of persons compensated.				3
Name of person compensated and registration statusa)
Indicate whether the person compensated is a registrant.			No	✓	Yes
If the person compensated is an individual, provide the name of the individual.
Full legal name of individual
		Family name		First given name					Secondary given names
If the person compensated is not an individual, provide the following information.
Full legal name of non-individual		PI Financial Corp.
	Firm NRD number	529	0			(if applicable)
Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal.								$\checkmark$	N0	Yes
Business contact informationb)
If a firm NRD number is not provided in Item 8 (a), provide the business contact information of the person being compensated.
Street address
Municipality					Province/State
Country
Email address			Postal code/Zip codeTelephone number
Relationship to issuer or investment fund manager$\mathsf{C}$
Indicate the person's relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of "connected" in Part B(2) ofthe Instructions and the meaning of "control" in section 1.4 of NI 45-106 for the purposes of completing this section.
Connect with the issuer or investment fund manager							Insider of the issuer (other than an investment fund)
Director or officer of the investment fund or investment fund manager							Employee of the issuer or investment fund manager
None of the above
Compensation detailsd)
Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts in
Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for servicesincidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal
allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer.
Cash commissions paid	13,500.00				Security code 1		Security code 2		Security code 3
Value of all securities			Security codes
distributed as compensation 4
	Describe terms of warrants, options or other rights
Other compensation 5		Describe
Total compensation paid	13,500.00
Check box if the person will or may receive any deferred compensation (describe the terms below)
4 Provide the aggregate value of all securities distributed as compensation, excluding opti ons, warrants or other rights exercisable to acquire

Name of person compensated and registration statusa)
Indicate whether the person compensated is a registrant.			No		Yes
If the person compensated is an individual, provide the name of the individual.
Full legal name of individual
		Family name		First given name				Secondary given names
If the person compensated is not an individual, provide the following information.
	Full legal name of non-individual Kernaghan & Partners Ltd
	Firm NRD number	530	90			(if applicable)
Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal.									No	Yes
Business contact informationb)
If a firm NRD number is not provided in Item 8 (a), provide the business contact information of the person being compensated.
Street address
Municipality		Province/State
Country					Postal code/Zip code
Email address					Telephone number
Relationship to issuer or investment fund managerC)
Indicate the person's relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of "connected" in Part B(2) of
the Instructions and the meaning of "control" in section 1.4 of NI 45-106 for the purposes of completing this section.
	Connect with the issuer or investment fund manager						Insider of the issuer (other than an investment fund)
	Director or officer of the investment fund or investment fund manager						Employee of the issuer or investment fund manager
None of the above✓
Compensation detailsd)
Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts inCanadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for servicesincidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internalallocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer.
Cash commissions paid	3,000.00				Security code 1		Security code 2		Security code 3
Value of all securities			Security codes
distributed as compensation 4	Describe terms of warrants, options or other rights
Other compensation 5		Describe
Total compensation paid	3,000.00
	Check box if the person will or may receive any deferred compensation (describe the terms below)
4 Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquireadditional securities of the issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or other
rights exercisable to acquire additional securities of the issuer.5 Do not include deferred compensation.

Name of person compensated and registration statusa)
Indicate whether the person compensated is a registrant.				No		✓	Yes
If the person compensated is an individual, provide the name of the individual.
Full legal name of individual
		Family name				First given name				Secondary given names
If the person compensated is not an individual, provide the following information.
	Full legal name of non-individual		Mackie Research Capital Corporation
	Firm NRD number	3	07	0					(if applicable)
Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal.										✓	No	Yes
Business contact informationb)
If a firm NRD number is not provided in Item 8 (a), provide the business contact information of the person being compensated.
Street address
Municipality							Province/State
Country		Postal code/Zip code
Email address							Telephone number
Relationship to issuer or investment fund managerC)
Indicate the person's relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of "connected" in Part B(2) ofthe Instructions and the meaning of "control" in section 1.4 of NI 45-106 for the purposes of completing this section.
Connect with the issuer or investment fund manager									Insider of the issuer (other than an investment fund)
Director or officer of the investment fund or investment fund manager									Employee of the issuer or investment fund manager
None of the above
Compensation detailsd)
Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts inCanadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for servicesincidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internalallocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer.
Cash commissions paid		1,200.00					Security code 1		Security code 2			Security code 3
Value of all securitiesdistributed as compensation 4				Security codes
	Describe terms of warrants, options or other rights
Other compensation 5			Describe
Total compensation paid		1,200.00
	Check box if the person will or may receive any deferred compensation (describe the terms below)
4 Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquireadditional securities of the issuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or otherrights exercisable to acquire additional securities of the issuer.5 Do not include deferred compensation.

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS AND PROMOTERS OF THE ISSUER
If the issuer is an investment fund, do not complete Item 9. Procced to Item 10.
Indicate whether the issuer is any of the following (select the one that applies - if more than one applies, select only one).
Reporting issuer in any jurisdiction of Canada
Foreign public issuer
Wholly owned subsidiary of a reporting issuer in any jurisdiction of Canada 6
	Provide name of reporting issuer
Wholly owned subsidiary of a foreign public issuer 6
	Provide name of foreign public issuer
Issuer distributing only eligible foreign securities and the distribution is to permitted clients only 7
If the issuer is at least one of the above, do not complete Item $9(a) - (c)$ . Proceed to Item 10.
6 An issuer is a wholly owned subsidiary of a reporting issuer or a foreign public issuer if all of the issuer's outstanding voting securities, other thansecurities that are required by law to be owned by its directors, are beneficially owned by the reporting issuer or the foreign public issuer,respectively.7 Check this box if it applies to the current distribution even if the issuer made previous distributions of other types of securities to non-permittedclients. Refer to the definitions of "eligible foreign security" and "permitted client" in Part B(1) of the Instructions.If the issuer is none of the above, check this box and complete Item $9(a) - (c)$ .
Directors, executive officers and promoters of the issuera)
Provide the following information for each director, executive officer and promoter of the issuer. For locations within Canada, state the province or
territory; otherwise state the country. For "Relationship to issuer", "D" - Director, "O" - Executive Officer, "P" - Promoter.
Organization or company name	Family name	First given name	Secondary givennames	Business location ofnon-individual orresidentailjurisdiction ofindividual			Relationship to issuer(select all that apply)
				Province or country		D	$\circ$	P
Promoter informationb)
If the promoter listed above is not an individual, provide the following information for each director and executive officer of the promoter. For locationswithin Canada, state the province or territory; otherwise state the country. For "Relationship to promoter", "D" - Director, "O" - Executive Officer.
Organization or company name	Family name	First given name	Secondary givennames	Residentialjurisdiction ofindividual			Relationship to promoter(select one or both if applicable)
				Province orcountry	D		O
Residential address of each individual$\mathsf{c})$
Complete Schedule 2 of this form providing the full residential address for each individual listed in Item 9(a) and (b) and attach to the

completed report. Schedule 2 also requires information to be provided about control persons.

ITEM 10 - CERTIFICATION

Provide the following certification and business contact information of an officer, director or agent of the issuer or underwriter. If the issuer or underwriter is not a company, an individual who performs functions similar to that of a director or officer may certify the report. For example, if the issuer is a trust, the report may be certified by the issuer's trustee. If the issuer is an investment fund, a director or officer of the investment fund manager (or, if the investment fund manager is not a company, an individual who performs similar functions) may certify the report if the director or officer has been authorized to do so by the investment fund.

The certification may be delegated, but only to an agent that has been authorized by an officer or director of the issuer or underwriter to prepare and certify the report on behalf of the issuer or underwriter. If the report is being certified by an agent on behalf of the issuer or underwriter, provide the applicable information for the agent in the boxes below.

If the individual completing and filing the report is different from the individual certifying the report, provide the name and contact details for the individual completing and filing the report in Item 11.

The signature on the report must be in typed form rather than handwritten form. The report may include an electronic signature provided the name of the signatory is also in typed form.

Securities legislation requires an issuer or underwriter that makes a distribution of securities under certain prospectus exemptions to file a completed report of exemt distribution.

By completing the information below, I certify, on behalf of the issuer/underwriter/investment fund manager, to the securities regulatory authority or regulator, as applicable, that I have reviewed this report and to my knowledge, having exercised reasonable diligence, the information provided in this report is true and, to the extent required, complete.

Name of issuer/underwriter/investment fund manager/agent	Decade Resources Ltd.
Full legal name	Kasum	Randy
	Family name	First given name		Secondary given names
Title	Director
Telephone number	2506362264	Email address	rkasum@hotmail.com
Signature	Randy Kasum	Date	2020	08	13
			YYYY	MM	DD

ITEM 11- CONTACT PERSON

Provide the following business contact information for the individual that the securities regulatory authority or regulator may contact with any questions regarding the contents of this report, if different than the individual certifying the report in Item 10.

Same as individual certifying the report П

Full legal name Malhi		Rajdeep			Title $ $ Lawyer
	Family name	First given name	Secondary given names
	Name of company DuMoulin Black LLP
Telephone number 6046026809			Email address $\vert$ rmalhi@dumoulinblack.com

Notice - Collection and use of personal information

The personal information required under this form is collected on behalf of and used by the securities regulatory authority or regulator under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation.

If you have any questions about the collection and use of this information, contact the securities regulatory authority or regulator in the local jurisdiction(s) where the report is filed, at the address(es) listed at the end of this form.

The attached Schedules 1 and 2 may contain personal information of individuals and details of the distribution(s). The information in Schedules 1 and 2 will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested.

By signing this report, the issuer/underwriter confirms that each individual listed in Schedule 1 or 2 of the report who is resident in a jurisdiction of Canada:

• has been notified by the issuer/underwriter of the delivery to the securities regulatory authority or regulator of the information $a)$ pertaining to the individual as set out in Schedules 1 or 2, that this information is being collected by the securities regulatory authority or regulator under the authority granted in securities legislation, that this information is being collected for the purposes of the administration and enforcement of the securities legislation of the local jurisdiction, and of the title, business address and business telephone number of the public official in the local jurisdiction, as set out in this form, who can answer questions about the security regulatory authority's or regulator's indirect collection of the information, and
• b) has authorized the indirect collection of the information by the securities regulatory authority or regulator.