Securities Law & Instruments

Headnote

Consent given to OBCA corporation to continue under the Companies Act, Chapter 308of Laws of Barbados.

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.,c1.51(2)(b).


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

AND

IN THE MATTER OF
INTER-ROCK MINERALS INC.

CONSENT
(Clause 51(2)(b)OBCA Regulation)


UPON the application (the "Application") of Inter-Rock Minerals Inc. (the"Applicant") to the Ontario Securities Commission (the "Commission") requesting aconsent from the Commission to continue into 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 Applicant having represented to the Commission that:

1. the Applicant is proposing to submit an application to the Director under the OBCAfor authorization to continue in another jurisdiction pursuant to section 181 of theOBCA (the "Application for Continuance");

2. pursuant to subsection 51(2)(b) of the Regulation, where an applicant corporationis an offering corporation, application for Continuance must be accompanied by aconsent from the Commission;

3. the Applicant 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 Applicant intends to remain a reporting issuer in Ontario;

5. the Applicant is not default of any of the provisions of the Act or the regulationthereunder;

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

7. the Applicant's shareholders authorized the continuance of the Applicant as acompany under the Companies Act, Chapter 308 of the Laws of Barbados (the"Barbados Act") by special resolution at a shareholders meeting held on April 12,2000; and

8. the continuance under the Barbados Act has been proposed because the Applicanthas no material assets in Canada, the Applicant's current and future businessactivities are and will be carried on outside of Canada, necessary support servicesfor the Applicant are readily available in Barbados, the Barbados Act is similar tothe OBCA, Barbados' legal system is based on the English common law system,and Barbados law offers favourable taxation treatment for international businesscompanies.

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant asa corporation under the Companies Act, Chapter 308 of the Laws of Barbados.

April 28th, 2000.

"Howard I. Wetston"    "R. Stephen Paddon"