Grenville Gold Corporation - s. 4(b) of the Regulation

Consent

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (British Columbia).

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

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

Business Corporations Act (British Columbia), S.B.C. 2002, c. 57.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b) Securities Act, R.S.O. 1990, c. S.5, as am.

IN THE MATTER OF

R.R.O. 1990, REGULATION 289/00, AS AMENDED (the "Regulation")

MADE UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO),

R.S.O. 1990 c. B.16, AS AMENDED (the "OBCA")

AND

IN THE MATTER OF

GRENVILLE GOLD CORPORATION

 

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Grenville Gold Corporation ( the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent from the Commission to continue in another jurisdiction pursuant to subsection 4(b) of the Regulation;

AND UPON considering the application and the recommendation of the staff to the Commission;

AND UPON the Applicant representing to the Commission that:

1. The Applicant was incorporated under the Business Corporations Act (Ontario) by articles of incorporation effective November 17, 1994.

2. The authorized share capital of the Applicant consists of an unlimited number of common shares of which 31,984,845 are issued and outstanding as at the record date, May 8, 2008, of the annual and special meeting of the shareholders of the Applicant held on June 19, 2008 (the "Meeting"). The common shares are listed for trading on the TSX Venture Exchange under the symbol "GVG".

3. The Applicant's head office and registered office are located at 93 Gloucester Street, Toronto, Ontario, M4Y 1M2.

4. The Applicant proposes to make an application to the Director under the OBCA pursuant to section 181 of the OBCA (the "Application for Continuance") for authorization to continue as a corporation under the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57 (the "BCBCA") (the "Continuance").

5. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation, the Application for Continuance must be accompanied by a consent from the Commission.

6. The Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act (Ontario) (the "Act"). The Applicant is also a reporting issuer under the securities legislation of each of the provinces of Alberta and British Columbia.

7. The Applicant is not in default under any provision of the Act or the regulations or rules made under the Act or under the securities legislation of any other jurisdiction where it is a reporting issuer.

8. The Applicant is not a party to any proceedings or to the best of its knowledge, information and belief, any pending proceeding under the Act.

9. The holders of the common shares of the Applicant (the "shareholders") were asked to consider and, if thought fit, pass a special resolution authorizing the Continuance at the Meeting. The special resolution authorizing the Continuance was approved by 75.64% of the votes cast by the Applicant's shareholders.

10. The principal reason for the Continuance is that the Applicant's principal place of business is located, and the majority of the Applicant's management reside, in Vancouver, British Columbia.

11. The Applicant intends to remain a reporting issuer in Ontario, British Columbia and Alberta following the Continuance.

12. Pursuant to section 185 of the OBCA, all shareholders of record as of the record date for the Meeting were entitled to exercise dissent rights with respect to the Application for Continuance. The management information circular provided to the shareholders in connection with the Meeting advised the shareholders of their dissent rights under the OBCA.

13. The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those of a corporation governed by the OBCA.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the BCBCA.

DATED at Toronto on this 11th day of July, 2008.

"James E. A. Turner"

"Wendell S. Wigle"