Securities Law & Instruments

Headnote

Consent given to OBCA corporation to continue under the laws of British Columbia.

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.

Ontario Regulations

Regulation made under the Business Corporations Act, Reg. 289/00, as am., s. 4(b).

August 5, 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)

AND

IN THE MATTER OF

DEJOUR ENTERPRISES LTD. (the Filer)

 

CONSENT

(Subsection 4(b) of the Regulation)

Background

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.

Representations

The Filer has represented to the Commission that:

1. The Filer 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 as a corporation under the Business Corporations Act (British Columbia) (the BCBCA).

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 Filer was incorporated as "Dejour Mines Limited" on March 29, 1968 under the laws of the Province of Ontario. By articles of amendment dated October 30, 2001, the issued shares were consolidated on the basis of one new share for every fifteen old shares and the name of the company was changed to "Dejour Enterprises Ltd." The registered office is located at 1100-808 West Hastings Street, Vancouver, British Columbia, V6C 2X4.

4. The authorized capital of the Filer consists of three classes of shares: an unlimited number of common shares; an unlimited number of preferred shares designated as First Preferred Shares, issuable in series; and an unlimited number of preferred shares designated as Second Preferred Shares, issuable in series, of which 25,748,058 Common Shares, Nil First Preferred Shares and Nil Second Preferred Shares are issued and outstanding as at July 29, 2005.

5. 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 under the securities legislation of each of the provinces of British Columbia, Alberta and Québec. Following the Continuance, the Filer will remain a reporting issuer in Ontario and in the other jurisdictions where it is a reporting issuer.

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

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

8. The Application for Continuance of the Filer has been approved by the shareholders of the Filer by special resolution at the annual and special meeting of shareholders (the Meeting) held on June 3, 2005.

9. Pursuant to the Section 185 of the OBCA, all shareholders of record as of the record date for the Meeting were entitled to dissent rights with respect to the Application for Continuance (the Dissent Rights).

10. The management information circular dated May 2, 2005 (the Circular) provided to all shareholders in connection with the Meeting advised the holders of Common Shares of the Filer of their Dissent Rights.

11. The Application for Continuance is being made because the Filer's operations, management and service providers are located in British Columbia. In addition, due to the nature of the Filer's business, management believes that having British Columbia company status is in the interest of the Filer to be able to elect or appoint directors and to conduct its affairs in accordance with the provisions of the BCBCA.

12. The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those of a corporation governed by the OBCA.

Consent

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 BCBCA.

"Carol S. Perry"
Commissioner
Ontario Securities Commission
 
"Paul K. Bates"
Commissioner
Ontario Securities Commission