Midasco Capital Corp. - s. 4(b) of the Regulation

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.

Regulations Cited

Ont. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF

ONT. REG. 289/00, AS AMENDED

(THE "REGULATION") MADE UNDER

THE BUSINESS CORPORATIONS ACT,

R.S.O. 1990, c.B.16, AS AMENDED

(THE "OBCA")

AND

IN THE MATTER OF

MIDASCO CAPITAL CORP.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application (the "Application") of Midasco Capital Corp. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting consent from the Commission to continue in another jurisdiction, as required by subsection 4(b) of the Regulation;

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was incorporated under the OBCA on May 16, 1991. Its head office is located at Suite 888, 609 West Hastings Street, Vancouver, British Columbia, V6B 4W4.

2. The authorized share capital of the Applicant consists of an unlimited number of common shares without nominal or par value and an unlimited number of a class of preferred shares without nominal or par value issuable in one or more series. As at January 30, 2008, there were 34,098,275 common shares (the "Shares") issued and outstanding and no preferred shares were issued and outstanding.

3. The Shares are listed for trading on the TSX Venture Exchange under the symbol "MGC".

4. The Applicant is proposing to submit to the Director under the OBCA an application for authorization to continue (the "Continuance") under the Business Corporations Act (British Columbia) (the "BCBCA") pursuant to section 181 of the OBCA (the "Application for 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. The Applicant is also a reporting issuer or its equivalent under the securities legislation of the provinces of British Columbia and Alberta (the "Legislation").

7. The Applicant intends to remain a reporting issuer under the Legislation after the Continuance.

8. The Applicant is not in default of any of the provisions of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") or the regulations or rules made thereunder and is not in default under the Legislation.

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

10. The Applicant's shareholders authorized the continuance of the Applicant as a corporation under the BCBCA by special resolution at the annual and special meeting of shareholders held on April 13, 2007 (the "Meeting"). The special resolution authorizing the Continuance was approved at the Meeting by 100% of the votes cast.

11. 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. A summary of differences between the BCBCA and the OBCA was provided to shareholders in the Applicant's management information circular for its Meeting.

12. The Applicant's head office and management are located in British Columbia and the Continuance is being proposed to move the jurisdiction of incorporation to the jurisdiction in which the business is being operated .

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 under the name "Midasco Capital Corp." as a corporation under the BCBCA.

DATED at Toronto this 8th day of February, 2008