Lynden Ventures Ltd. - s. 4(b) of the Regulation

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).

January 31, 2006

IN THE MATTER OF

ONT. REG. 289/00 (THE "REGULATION")

MADE UNDER

THE BUSINESS CORPORATIONS ACT

R.S.O. 1990, c.B.16, AS AMENDED (THE "OBCA")

AND

IN THE MATTER OF

LYNDEN VENTURES LTD.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application (the "Application") of Lynden Ventures Ltd. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission for the Applicant to continue in another jurisdiction, as required by subsection 4(b) of the Regulation;

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant intends to apply (the "Application for Continuance") to the Director under the OBCA for authorization to continue under the Business Corporations Act (British Columbia), S.B.C. 2002, c.57, as amended (the "BCBCA").

2. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation, the Application for Continuance must be accompanied by a consent from the Commission.

3. The Applicant was amalgamated under the OBCA on June 15, 2000. Its head office is located at 157 Alexander Street, Vancouver, British Columbia. The Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act (Ontario) R.S.O. 1990, c.S.5, as amended (the "Act"). The Applicant is also a reporting issuer under the securities legislation of the provinces of Alberta and British Columbia (the "Legislation").

4. The Applicant's authorized share capital consists of an unlimited number of common shares and an unlimited number of preferred shares (issuable in series). As at January 10, 2006, there were 20,336,771 common shares issued and outstanding.

5. The Applicant intends to remain a reporting issuer under the Act and the Legislation after the continuance.

6. The Applicant is not in default of any of the provisions, regulations or rules of the Act or the Legislation.

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

8. The Applicant's shareholders authorized the continuance of the Applicant as a corporation under the BCBCA by special resolution at a meeting of shareholders held on December 5, 2005 (the "Meeting"). Consequently, assuming the receipt of the requested consent, the Application for Continuance will be made, articles of continuance will be filed under the BCBCA and the continuance will become effective.

9. Pursuant to section 185 of the OBCA, all common shareholders of record as at the record date for the Meeting were entitled to dissent rights with respect to the continuance (the "Dissent Rights").

10. The management information circular describing the continuance, which was dated October 17, 2005, was printed and mailed to shareholders and was filed on the System for Electronic Document Analysis and Retrieval on November 9, 2005 (the "Circular"). Full disclosure of the reasons and implications of the continuance, and a description of the differences between the OBCA and the BCBCA, are included at pages 13-16 of the Circular. The Circular also advised the holders of the Applicant's common shares of their Dissent Rights.

11. The principal reason for the proposed continuance is that the majority of the Applicant's directors and management are resident in British Columbia, and the Company's head office, bank accounts, auditors, legal counsel, and transfer agent are all located in British Columbia.

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 being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the BCBCA.