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.
Canada Business Corporations Act, R.S.C. 1985, c. C-44, as am.
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, AS AMENDED (THE "REGULATION")
MADE UNDER THE BUSINESS CORPORATIONS ACT,
R.S.O. 1990, c. B. 16, AS AMENDED (THE "OBCA")
IN THE MATTER OF
NORTHWAY EXPLORATIONS LIMITED
(Clause 4(b) of the Regulation)
UPON the application of Northway Explorations Limited ("Northway") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission for Northway 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 Northway having represented to the Commission that:
1. Northway is a corporation incorporated under the OBCA, with its registered office located at 56 Temperance Street, 4th Floor, Toronto, Ontario M5H 3V5.
2. Northway 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"). Northway is not a reporting issuer in any other jurisdiction of Canada.
3. Northway's common shares are listed for trading on the Toronto Stock Exchange.
4. Northway is not in default of any of the provisions of the Act or the regulations or rules made thereunder.
5. Northway is not a party to any proceeding nor, to the best of its knowledge, information and belief, any pending proceeding under the Act.
6. Northway is proposing to submit an application to the Director under the OBCA pursuant to section 181 of the OBCA (the "Application for Continuance"), for authorization to continue (the "Continuance") as a corporation under the Canada Business Corporations Act (the "CBCA").
7. Pursuant to clause 4(b) of the Regulation, where a corporation is an offering corporation (as such term is defined in the OBCA), the Application for Continuance must be accompanied by a consent from the Commission.
8. Northway currently intends to remain a reporting issuer under the Act.
9. The Application for Continuance is subject to the approval of the shareholders of Northway by special resolution at Northway's upcoming annual and special meeting to be held on August 27, 2004 (the "Meeting"), at which shareholders will also be asked to consider, among other things, certain matters in connection with a proposed merger of Northway with Caspian Energy Ltd. ("Caspian"), by way of a three-cornered amalgamation (the "Merger").
10. 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").
11. A joint management information circular of Northway and Caspian dated July 29, 2004 was provided to the shareholders of Northway in connection with the Meeting, which advised the holders of the common shares of Northway of their Dissent Rights.
12. Northway will not submit the Application for Continuance to the Director under the OBCA unless shareholder approval is obtained at the Meeting. Additionally, notwithstanding that the shareholders approve the Application for Continuance, the directors of Northway may revoke the special resolution authorizing the Application for Continuance, without further approval of the shareholders.
13. The Continuance is proposed in order to provide Northway with greater flexibility in the selection and appointment of directors in the event that the Merger is completed.
14. The material rights, duties and obligations of a corporation incorporated under the CBCA are substantially similar to those under the OBCA, except that the CBCA requires that 25% of a corporation's directors be resident Canadians, compared to the OBCA which requires that a majority of a corporation's directors be resident Canadians.
THE COMMISSION hereby consents to the continuance of Northway as a corporation under the CBCA.
August 27, 2004.
"Paul K. Bates"
"Robert L. Shirriff"
AND IT IS FURTHER DECIDED pursuant to section 6.1 of Rule 13-502 that the Company is exempt from paying the activity fee in connection with the making of the application under subsection 9.1(1) of NI 43-101.
August 27, 2004.