Securities Law & Instruments

Headnote

Consent given to OBCA corporation to continue under the laws of Alberta.

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

Regulations made under the Business Corporations Act, R.R.O., Reg. 62, as am., s.51(2)(b).

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am.


IN THE MATTER OF THE REGULATION MADE UNDER THE BUSINESS CORPORATIONS ACT R.S.O. 1990CHAPTER B.16 (THE "OBCA") R.R.O. 1990, REGULATION 62, AS AMENDED (the "Regulation")

AND

IN THE MATTER OF
COPPERQUEST INC.

CONSENT
(Clause 51(2)(b) of the Regulation)


UPON the application of CopperQuest Inc. (the "Company") to the OntarioSecurities Commission (the "Commission") requesting the consent of the Commission tothe continuance of the Company as a corporation in another jurisdiction pursuant to clause51(2)(b) of the Regulation;

AND UPON considering the application and the recommendation of the staff of theCommission;

AND UPON the Company having represented to the Commission as follows:

1. The Company is proposing to submit an application to the Director under the OBCAfor authorization to continue as a corporation under the applicable laws of theProvince of Alberta pursuant to section 181 of the OBCA (the "Application forContinuance").

2. Pursuant to clause 51(2)(b) of the Regulation, where a corporation is an offeringcorporation, the Application for Continuance must be accompanied by a consentfrom the Commission.

3. The Company is an offering corporation under the OBCA and is a reporting issuerunder the Securities Act, R.S.O. 1990, c.S.5, as amended (the "Act").

4. The Company is not in default under any of the provisions of the Act or theRegulation made under the Act.

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

6. The Company presently intends to continue to be a reporting issuer in the Provinceof Ontario.

7. Following the proposed continuance, the Company will be governed by theBusiness Corporations Act (Alberta) S.A. 1981, c.B-15 (the "ABCA").

8. The ABCA provides that one half of the directors of a corporation be residentCanadians, except where a holding corporation earns in Canada, directly or throughits subsidiaries, less than 5% of the gross revenues of the holding corporation andall of its subsidiary bodies corporate in which case not more than one third of thedirectors of the holding corporation need be resident Canadians. In contrast, theOBCA requires that a majority of directors be resident Canadians.

9. The ability of the Company to avail itself of the residency requirements for directorsunder the ABCA through the continuance of the Company under the laws of theProvince of Alberta has been determined to be in the best interests of theCompany. The Company intends to broaden its business scope to an internationallevel and requires the ability to increase the proportion of non-resident directors onits Board of Directors.

10. Except as described herein, the material rights, duties and obligations of acorporation governed by the ABCA are substantially similar to those of acorporation governed by the OBCA.

11. The continuance of the Company under the laws of the Province of Alberta wasapproved by the shareholders at a special meeting of the shareholders held onMarch 31, 2000.

THE COMMISSION HEREBY CONSENTS to the continuance of the Company asa corporation under the laws of the Province of Alberta.

April 11th, 2000.

"Howard I. Wetston"    "Robert W. Korthals"