Securities Law & Instruments

Headnote

Consent given to an offering corporation under the OBCA to continue under the BCBCA.

Statutes Cited

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

Business Corporations Act, S.B.C. 2002, c. 57

Securities Act, R.S.O. 1990, c. S.5., as am.

Regulation Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, 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

JONPOL EXPLORATIONS LIMITED

 

CONSENT

(CLAUSE 4(B) OF THE REGULATION)

UPON the application (the Application) of Jonpol Explorations Limited (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 200 King St. W. 20th Floor, Toronto, Ontario M5H 3W5.

2. The Company is authorized to issue an unlimited number of common shares (the Common Shares) and an unlimited number of special shares of which 99,632,074 Common Shares are issued and outstanding as of March 1, 2005.

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, (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 the Toronto Stock Exchange under the symbol "JON".

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 amalgamate with Elgin Resources Inc., an entity existing under the laws of British Columbia.

10. Holders of Common Shares will vote on the Amalgamation at a meeting to be held on March 31, 2005.

11. 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.

March 15, 2005.

"Susan Wolburgh Jenah"
 
"Suresh Thakrar"