Securities Law & Instruments

Headnote

Consent given to OBCA corporation to continue under the International BusinessCompanies Ordinance of the British Virgin Islands.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c.B.16, as am., s. 181 of the 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. cl.51(2)(b).


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

AND

IN THE MATTER OF
KYRGOIL CORPORATION

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


UPON the application (the "Application") of Kyrgoil Corporation (the "Applicant") tothe Ontario Securities Commission (the "Commission") requesting the consent of theCommission to continue in another jurisdiction pursuant to subsection 51(2)(b) of theRegulation;

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", the Application for Continuance must be accompaniedby the consent from the Commission;

3. the Applicant is an "offering corporation" under the OBCA and is a "reportingissuer" under the Securities Act (Ontario) (the "Securities Act");

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

5. the Applicant is not in default of any of the provisions of the Securities Act or therules and regulations thereto;

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

7. the Applicant's shareholders authorized the continuance of the Applicant as acorporation under the International Business Companies Ordinance, Cap. 291 of theBritish Virgin Islands (the "BVI Act") by special resolution at a shareholders meetingheld on March 6, 2000;

8. the continuance under the BVI Act has been proposed because all of theApplicant's business is carried on outside Canada and continuance outside of aCanadian jurisdiction offers improved taxation treatment for the Applicant and theApplicant's shareholders; and

9. the Applicant's material rights, duties and obligations under the BVI Act will besubstantially similar to those under the OBCA.

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant asa corporation under the BVI Act.

August 18th, 2000.

"J. A. Geller"       "J. F. Howard"