Consent given to an OBCA Corporation to continue under the laws of Canada.
Business Corporations Act, R.S.O. 1990, c. B.16, as am., 181.
Securities Act, R.S.O. 1990, c. S.5., as am.
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 (ONTARIO),
R.S.O. 1990, c. B.16, AS AMENDED (THE OBCA) AND
IN THE MATTER OF
WELLINGTON COVE EXPLORATIONS LTD.
(Subsection 4(b) of the Regulation)
UPON the application of Wellington Cove Explorations Ltd. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent of the Commission to continue into 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 proposes to make an application (the "Application for Continuance") to the Director under the OBCA pursuant to section 181 of the OBCA for authorization to continue under the Canada Business Corporations Act, R.S.C. 1985, c. C-44 (the "CBCA");
2. the Applicant is an offering corporation under the provisions of the OBCA and a reporting issuer within the meaning of the Securities Act (Ontario) (the "Act");
3. pursuant to clause 4(b) of the Regulation, where the corporation is an offering corporation, the Application for Continuance must be accompanied by the consent of the Commission;
4. the Applicant is a corporation existing under the OBCA by virtue of its incorporation thereunder on July 12, 1989;
5. the authorized capital of the Applicant consists of an unlimited number of common shares, an unlimited number of Class B shares and an unlimited number of Class C shares, of which approximately 1,708,654 common shares and no Class B shares or Class C shares are issued and outstanding;
6. the Applicant is party to a securities exchange agreement dated March 26, 2004 providing for the purchase by the Applicant of all of the issued and outstanding shares of Exploration & Discovery Latin America (Panama) Inc.( "E&D");
7. E&D, through its subsidiaries, holds interests in mineral exploration properties in the Dominican Republic;
8. following completion of the transaction with E&D, the Applicant's business will have an international focus and, as a result, the Applicant considers it desirable to be able to attract directors with international experience, which directors may not be Canadian residents;
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 or belief, any pending proceeding under the Act;
11. the Applicant currently intends to continue to be a reporting issuer under the Act;
12. approval for the continuance under the provisions of the CBCA was received at the annual and special meeting of shareholders of the Applicant held on May 31, 2004;
13. the continuance is proposed to be made in order for the Applicant to conduct its business affairs in accordance with the provisions of the CBCA; and
14. the material rights, duties and obligations of a corporation existing under the CBCA 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 CBCA.
June 8, 2004.
"Robert W. Davis"
"H. Lorne Morphy"
"Susan Wolburgh Jenah"
"Robert L. Shirriff"