Securities Law & Instruments

Headnote

Consent given to an OBCA Corporation to continue under the laws of Canada.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., 181.

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

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, ss. 4(b).

IN THE MATTER OF

ONT. REG. 289/00

(THE "REGULATION") MADE UNDER

THE BUSINESS CORPORATIONS ACT

R.S.O. 1990, c. B. 16

AND

IN THE MATTER OF

PL INTERNET INC.

 

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of PL Internet Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission for the Applicant to continue in another jurisdiction pursuant to 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 OBCA by virtue of an amalgamation thereunder on December 31, 1999;

2. Pursuant to Articles of Arrangement dated May 24, 2000, the Application changed its name from Pelangio-Larder Mines, Limited to PL Internet Inc.;

3. The Applicant is an offering corporation under the provisions of the OBCA;

4. The Applicant proposes to make an application (the "Application for Continuance") to the Director under section 181 of the Business Corporations Act (Ontario)("OBCA") for authorization to continue as a corporation under the Business Corporations Act (New Brunswick) (the "NBBCA");

5. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation, the Application for Continuance must be accompanied by a consent from the Commission;

6. The Applicant is a reporting issuer within the meaning of the Securities Act (Ontario) (the "Act");

7. The Applicant is a reporting issuer only in Ontario;

8. The Applicant currently intends to continue to be a reporting issuer under the Act;

9. The Applicant is not in default of any requirements of the Act or the regulations or rules promulgated thereunder;

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

11. The authorized capital of the Applicant consists of an unlimited number of common shares of which approximately 7,849,410 are outstanding as of April 2, 2004;

12. None of the securities of the Applicant are listed or quoted on any stock exchange or market in Canada or elsewhere;

13. The Applicant's continuance under the provisions of the NBBCA is to be submitted for approval at an annual and special meeting of shareholders of the Applicant proposed to be held on, or about, May 7, 2004 (the "Meeting").

14. The Applicant will not submit the Application for Continuance to the Director under the OBCA unless shareholder approval is obtained at the Meeting.

15. Pursuant to section 185 of the OBCA, all shareholders of record as of the record date of the Meeting are entitled to dissent rights with respect to the Application for Continuance (the "Dissent Rights").

16. The management information circular dated April 2, 2004 (the "Circular") provided to all shareholders in connection with the Meeting, advised the holders of common shares of the Applicant of their Dissent Rights.

17. The principal reason for the Application for Continuance is to allow the Applicant to avail itself of the greater flexibility provided by the NBBCA with respect to the residency of directors; and

18. The material rights, duties and obligations of a corporation governed by the NBBCA 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 NBBCA.

April 16, 2004.

"Paul M. Moore"
"Susan Wolburgh Jenah"