Securities Law & Instruments

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.

Regulations 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 (ONTARIO),

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

AND

IN THE MATTER OF

LAGASCO CORP.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Lagasco Corp. ( 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 formed by articles of incorporation under the OBCA dated June 22, 1948 under the name "Nasco Metal Mines Limited". By articles of amendment dated March 1, 1951 the name of the Applicant was changed to Nasco Cobalt Silver Mines Limited. By articles of amendment dated January 14, 1974 the name of the Applicant was changed to Frankfield Explorations Ltd. By articles of amendment dated July 14, 1992 the name of the Applicant was changed to Frankfield Consolidated Corporation. By articles of amendment dated April 5, 1994 the name of the Applicant was changed to its current name, "Lagasco Corp.".

2. The authorized share capital of the Applicant consists of an unlimited number of common shares. As at the record date, June 7, 2010, of the annual and special meeting of the shareholders of the Applicant held on July 12, 2010 (the "Meeting"), an aggregate of 36,313,983 common shares were issued and outstanding. The common shares of the Applicant are listed for trading on the NEX Exchange under the symbol "LCO".

3. The Applicant's registered office is located at 365 Bay Street, Wildeboer Dellelce Place, Suite 800, Toronto, Ontario, Canada, M5H 2V1.

4. The Applicant has made 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"). Following the Continuance, the Applicant's registered office will be located in Vancouver, British Columbia.

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

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 100% of the votes cast by the Shareholders at the Meeting.

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 British Columbia.

11. The Applicant intends to remain a reporting issuer in the provinces of 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 of the Applicant dated June 7, 2010 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 16th day of July, 2010.

"Paulette Kennedy"
Commissioner
Ontario Securities Commission
 
"James Turner"
Commissioner
Ontario Securities Commission