Band-Ore Resources Ltd. - s. 4(b) of the Regulation

Consent

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., s. 181.

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

Regulation Cited

Regulation made under the Business Corporations Act, O. 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

BAND-ORE RESOURCES LTD.

 

CONSENT

(Clause 4(b) of the Regulation)

UPON the application (Application) of Band-Ore Resources Ltd. (Applicant) to the Ontario Securities Commission (Commission) requesting a consent from the Commission for the Applicant to continue in another jurisdiction, as required by clause 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 is a corporation existing under the provisions of the OBCA and was formed by Letters Patent pursuant to the Corporations Act (Ontario) on March 18, 1946 under the name Band-Ore Gold Mines Limited and by Articles of Amendment dated September 26, 1991 the Applicant's name was changed to Band-Ore Resources Ltd.

2. The Applicant's registered office is located at Suite 512, 120 Adelaide Street West, Toronto, Ontario M5H 1T1.

3. The Applicant's authorized share capital consists of an unlimited number of common shares and an unlimited number of special shares, issuable in series, of which 41,223,148 common shares and no special shares are issued and outstanding as at August 24, 2006.

4. The Applicant intends to apply 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 (Application for Continuance).

5. The Applicant's issued and outstanding common shares are posted and listed for trading on the Toronto Stock Exchange under the symbol "BAN".

6. 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.

7. 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).

8. The Applicant is also a reporting issuer or the equivalent under the securities legislation of each of the provinces of British Columbia and Quebec (the Legislation) and will remain a reporting issuer or the equivalent under the Act and the Legislation following the Continuance.

9. 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.

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

11. The Continuance is being proposed because the Applicant wishes to amalgamate with Sydney Resource Corporation (Sydney), a company governed by the BCBCA. If the amalgamation is approved, the resulting entity will be governed by the BCBCA.

12. Both the Applicant's continuance as a corporation under the BCBCA and the proposed amalgamation with Sydney are to be approved at an annual and special meeting of shareholders to be held on August 29, 2006.

13. The BCBCA permits corporations to amalgamate provided that both amalgamating corporations are British Columbia companies, unless the laws of the foreign corporation permit such corporation to amalgamate directly into another jurisdiction. The OBCA does not permit an Ontario corporation to amalgamate directly into another jurisdiction. As a result, in order to comply with the amalgamation provisions of the BCBCA, the Applicant must first continue into British Columbia prior to holding the shareholder vote to approve the amalgamation with Sydney.

14. 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.

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, subject to the approval by the shareholders of the Applicant of such continuance.

DATED at Toronto, Ontario on this 25th day of August, 2006.

"Robert L. Shirriff"
Commissioner
 
"Paul K. Bates"
Commissioner