Securities Law & Instruments


Consent given to OBCA corporation to continue under the Canada Business Corporations Act.

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, Reg. 289/00, as am., s. 4(b).




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

ONTARIO REG. 289/00 (the "Regulation")






(Subsection 4(b) of the Regulation)

UPON the application (the "Application") of BRC Development Corporation (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission for the Applicant to continue in another jurisdiction, as required by 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 intends to apply (the "Application for Continuance") to the Director under the OBCA for authorization to continue under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (the "CBCA"), pursuant to section 181 of the OBCA.

2. Pursuant to subsection 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.

3. The Applicant was incorporated under the OBCA on August 7, 1990 and its registered office is located at Suite 7070, 1 First Canadian Place, 100 King Street West, Toronto, Ontario, M5X 1E3.

4. The Applicant 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 Applicant is also a reporting issuer in the Provinces of British Columbia and Alberta. The Applicant's authorized share capital consists of an unlimited number of common shares and the Applicant's outstanding common shares are listed and posted for trading on the TSX Venture Exchange.

5. The Applicant intends to remain a reporting issuer in the Province of Ontario.

6. The Applicant is not in default of any of the provisions of the Act or the regulations or rules made thereunder and is not in default under the securities legislation of any other jurisdiction where it is a reporting issuer.

7. The Applicant intends to change its name to "BRC Diamond Corporation" by way of the said continuance.

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

9. The Applicant's shareholders authorized the continuance of the Applicant as a corporation under the CBCA by special resolution at a meeting of shareholders held on June 30, 2004.

10. The OBCA requires a majority of a corporation's directors be resident Canadians whereas the CBCA requires, subject to certain exceptions, only one-quarter of directors need be resident Canadians. The continuance of the Applicant under the CBCA has been proposed as the Applicant believes it to be in its best interest to conduct its affairs in accordance with the CBCA. The Applicant's management believes the interests of the Applicant will be better served under the CBCA by providing it with greater flexibility in attracting experienced directors of any nationality to serve it.

11. The material rights, duties and obligations of a corporation governed by 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.

July 27, 2004.

"Paul M. Moore"
"Wendell S. Wigle"