Atlas Cromwell Ltd. - s. 4(b) of the Regulation

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (British Columbia).

Statutes Cited

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

Business Corporations Act (British Columbia), S.B.C. 2002, c. 57, as am.

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

Regulations Cited

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

IN THE MATTER OF

ONT. REG. 289/00, AS AMENDED

(THE "REGULATION")

MADE UNDER

THE BUSINESS CORPORATIONS ACT,

R.S.O. 1990, c.B.16, AS AMENDED

(THE "OBCA")

AND

IN THE MATTER OF

ATLAS CROMWELL LTD.

CONSENT

(Subsection 4(b) of the Regulation)

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

AND UPON considering the Request and the recommendation of the Staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

The Applicant was incorporated under the OBCA on June 30, 1998. Its head office is located at Three Bentall Centre, Suite 3123, 595 Burrard Street, Vancouver, British Columbia, V7X 1J1.

The authorized share capital of the Applicant consists of an unlimited number of Common Shares, of which, as at April 4, 2006, there were 39,011,000 common shares (the "Shares") issued and outstanding.

All of the issued and outstanding Shares of the Applicant are listed for trading on the NEX board of the TSX Venture Exchange under the symbol "ACR.H".

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

The Applicant 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 Applicant is also a reporting issuer or its equivalent under the securities legislation of the provinces of British Columbia and Alberta (the "Legislation").

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

The Applicant 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 Legislation of any other jurisdiction where it is a reporting issuer or its equivalent.

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

The Applicant's shareholders authorized the continuance of the Applicant as a corporation under the BCBCA by special resolution at the annual and special meeting of shareholders held on December 6, 2005 (the "Meeting").

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. A summary of differences between the BCBCA and the OBCA was provided to shareholders in the Applicant's management information circular for its Meeting.

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 Applicant as a corporation under the BCBCA.

DATED this 18^th day of April, 2006