Securities Law & Instruments

Headnote

Consent given to OBCA corporation to continue under BCBCA. Corporation's issued and outstanding common shares are currently listed for trading on Tier 2 of TSX Venture Exchange, and also trade over-the-counter in the United States.

Statute Cited

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

Regulation Cited

Ont. Regulation 289/00, made under the Business Corporations Act (Ontario), as am., s. 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

HOLMER GOLD MINES LIMITED

 

CONSENT

(Clause 4(b) of the Regulation)

UPON the application (the Application) of Holmer Gold Mines Limited (the Company) to the Ontario Securities Commission (the Commission) requesting a consent from the Commission for the Company to continue into another jurisdiction pursuant to clause 4(b) of the Regulation;

AND UPON considering the Application and the recommendation of 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 19-2555 Victoria Park Avenue, Suite 301, Toronto, Ontario, M1T 1A3.

2. The Company is authorized to issue an unlimited number of common shares (Common Shares), of which 52,194,233 were issued and outstanding as of December 17, 2004.

3. The Company is proposing to submit an application to the Director under the OBCA for authorization to continue into British Columbia as a corporation under the Business Corporations Act (British Columbia) (BCBCA) pursuant to section 181 of the OBCA (the Application for Continuance).

4. 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.

5. The Company is an offering corporation under the OBCA and is a reporting issuer under the Securities Act (Ontario) (the Act). The Company is also a reporting issuer in the provinces of British Columbia and Alberta. The Common Shares are listed for trading on Tier 2 of the TSX Venture Exchange under the symbol "HGM" and trade over-the-counter in the United States under the symbol "HOGOF".

6. 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 securities legislation of any jurisdiction where it is a reporting issuer.

7. Under the Act, the Company will remain a reporting issuer in Ontario.

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

9. The continuance under the laws of British Columbia has been proposed so that the Company may complete a proposed plan of arrangement with Lake Shore Gold Corp. whereby the Company will amalgamate with a wholly-owned subsidiary of Lake Shore Gold Corp., an entity existing under the laws of British Columbia.

10. Holders of Common Shares will vote on the proposed plan of arrangement at a meeting to be held on December 29, 2004.

11. The plan of arrangement cannot take place without the release of a certain number of Common Shares from escrow. The Company has made an application to the Commission, dated November 12, 2004, requesting the Commission's consent to release the relevant Common Shares from escrow.

12. The material rights, duties and obligations of a corporation incorporated under the BCBCA are substantially similar to those under 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 Company as a corporation under the BCBCA.

December 21, 2004.

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