Securities Law & Instruments

Headnote

Consent given to OBCA corporation to continue under the Business Corporations Act (Yukon).

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, R.R.O., Reg. 289/00, ss. 4(b).

IN THE MATTER OF

THE REGULATION MADE UNDER

THE BUSINESS CORPORATIONS ACT, R.S.O. 1990,

c. B.16, AS AMENDED (the "OBCA")

R.R.O. 1990, REGULATION 289/00 (the "Regulation")

AND

IN THE MATTER OF

SIMBERI GOLD CORPORATION

 

CONSENT

(Clause 4(b) of OBCA Regulation 289/00)

UPON the application (the "Application") of Simberi Gold Corporation, formerly "Alive International Inc." (the "Company") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission to continue into another jurisdiction pursuant to clause 4(b) of the Regulation;

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON the Company having represented to the Commission that:

1. The Company is a corporation existing under the provisions of the OBCA. The registered office of the Company is located at 366 Bay Street, Suite 800, Toronto, Ontario, M5H 4B2.

2. The Company is proposing to submit an application to the Director under the OBCA for authorization to continue into the Yukon Territory as a corporation under the Business Corporations Act (Yukon) ("YBCA") pursuant to section 181 of the OBCA (the "Application for Continuance").

3. Pursuant to clause 4(b) of the Regulation, where a corporation is an offering corporation under the OBCA, the Application for Continuance must be accompanied by a consent from the Commission.

4. The Company is an offering corporation under the OBCA and is a reporting issuer under the Securities Act, R.S.O. 1990, c.S. 5, as amended (the "Act"). The Company is also a reporting issuer in the provinces of British Columbia and Alberta. The Company's common shares are listed for trading on Tier 2 of the Toronto Stock Exchange Venture Exchange.

5. The Company is not in default of any of the provisions of the Act or the regulations or rules made under the Act and is not in default under the security legislation of any jurisdiction where it is a reporting issuer.

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

7. The Company presently intends to remain a reporting issuer in the Province of Ontario.

8. The continuance under the laws of the Province of Ontario was voted on and duly approved by the shareholders of the Company at the annual general and special meeting of shareholders of the Company held on March 10, 2004.

9. The continuance under the laws of the Yukon Territory has been proposed so that the Company may conduct its affairs in accordance with the YBCA.

10. The material rights, duties and obligations of a corporation, governed by the YBCA are substantially similar to those under the OBCA with the exception that there is not a Canadian residency requirement for the members of the board of directors under the YBCA.

THE COMMISSION hereby consents to the continuance of the Company as a corporation under the Business Corporations Act (Yukon).

June 4, 2004.

"Susan Wolburgh-Jenah"
"Paul K. Bates"