Consent given to OBCA corporation to continue under the Canada Business Corporations Act
Applicable Ontario Statutory Provisions
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.
Regulation made under the Business Corporations Act, Reg. 289/00, as am., s. 4(b)
April 19, 2005
IN THE MATTER OF
THE REGULATION MADE UNDER
THE BUSINESS CORPORATIONS ACT, R.S.O. 1990,
C.B.16, AS AMENDED (THE OBCA)
ONTARIO REG. 289/00 (THE REGULATION)
IN THE MATTER OF
GALANTAS GOLD CORPORATION (THE FILER)
(Subsection 4(b) of the Regulation)
The Filer has applied to the Ontario Securities Commission (the Commission) requesting a consent from the Commission for the Filer to continue into another jurisdiction (the Continuance) under subsection 4(b) of the Regulation.
The Filer has represented to the Commission that:
1. The Filer was amalgamated under the OBCA on September 20, 1996 and its registered office is located at 56 Temperance Street, 4th Floor, Toronto, Ontario, M5H 3V5.
2. The Filer has an authorized share capital consisting of an unlimited number of common and preference shares issuable in series, of which 114,635,189 common shares were issued and outstanding as at April 5, 2005.
3. The Filer's outstanding common shares are listed and posted for trading on the TSX Venture Exchange.
4. The Filer 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.
5. 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.
6. The Filer 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 Filer is also a reporting issuer in the Provinces of British Columbia and Alberta.
7. Following the Continuance, the Filer intends to remain a reporting issuer in Ontario and in the other jurisdictions where it is a reporting issuer.
8. The Filer 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.
9. The Filer is not a party to any proceeding or, to the best of its knowledge, information and belief, pending proceeding under the Act.
10. The Filer's shareholders authorized the continuance of the Filer as a corporation under the CBCA by special resolution at an annual and special meeting of shareholders held on June 15, 2004.
11. 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 Filer under the CBCA has been proposed as the Filer believes it to be in its best interest to conduct its affairs in accordance with the CBCA.
12. Other than the difference in director residency requirements, 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.
The Commission is satisfied that granting this consent would not be prejudicial to the public interest.
The Commission consents to the continuance of the Filer as a corporation under the CBCA.