EM Resources Inc. - s. 4(b) of the Regulation

Headnote

Consent given to a corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (Alberta).

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B16, as am.

Business Corporations Act, R.S.A. 2000 c B9, as am.

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

Regulation Cited

Regulation made under the Business Corporations Act, O. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF

R.R.O 1990, REGULATION 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

EM RESOURCES INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application (the "Application") of EM Resources Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent from the Commission for the Applicant to continue in another jurisdiction (the "Continuance"), 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 is a corporation existing under the provisions of the OBCA and was formed by Articles of Incorporation pursuant to the OBCA on April 8, 2005.

2. The Applicant's registered office is located at 32 Roxborough Street East, Toronto, Ontario M4W 1V6. Following completion of the proposed Continuance, the registered office of the Applicant will be located at 800, 640-8th Avenue South West, Calgary, AB T2P 1G7.

3. The Applicant's authorized share capital consists of an unlimited number of Common Shares of which 1,900,000 Common Shares are issued and outstanding as at August 26, 2008.

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 (Alberta), R.S.A. 2000, c. B-9 (the "ABCA").

5. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation under the OBCA, 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 within the meaning of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act"). The Applicant intends to remain a reporting issuer under the Act following the Continuance.

7. The Applicant is not in default of any of the provisions of the Act or the regulations or rules made under the Act.

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

9. The Continuance of the Applicant was approved by the Applicant's shareholders by way of special resolution at an annual and special meeting of shareholders (the "Meeting") held on September 15, 2008. The special resolution authorizing the Continuance was approved at the Meeting by 100% of the votes cast by the Applicant's shareholders.

10. 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 of the Applicant describing the Continuance, dated August 11, 2008, provided to the shareholders of the Applicant in connection with the Meeting, advised the shareholders of their dissent rights under the OBCA.

11. The Continuance is being proposed because the Applicant wishes to amalgamate with a company governed by the ABCA.

12. Section 181 of the ABCA permits corporations to amalgamate under the ABCA provided that both amalgamating corporations are incorporated or continued under the ABCA.

13. The Applicant's amalgamation with Condor Petroleum Inc. under the ABCA was approved at an annual and special meeting of shareholders held on September 15, 2008.

14. The material rights, duties and obligations of a corporation governed by the ABCA 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 ABCA.

DATED at Toronto, Ontario this 16th day of September, 2008.