Consent given to an OBCA corporation to continue under the laws of New Brunswick. Shareholder approval to continue under laws of New Brunswick obtained on September 25, 2006.
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, Ont. Reg. 289/00, as am., s. 4(b).
IN THE MATTER OF
THE REGULATIONS MADE UNDER
THE BUSINESS CORPORATIONS ACT (ONTARIO),
R.S.O. 1990, c-B-16, AS AMENDED (the "OBCA") AND
R.R.O. 1990, REGULATION 289/00, AS AMENDED
IN THE MATTER OF
OPEL INTERNATIONAL INC.
(formerly Tandem Resources Ltd.)
(Subsection 4(b) of the Regulation)
UPON the application of Opel International Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent of the Commission to continue into another jurisdiction pursuant to 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 proposes to make an application (the "Application for Continuance") to the Director under the OBCA pursuant to section 180 of the OBCA for authorization to continue under the Business Corporations Act (New Brunswick) (the "NBCA");
2. the Applicant is an offering corporation under the provisions of the OBCA and a reporting issuer within the meaning of the Securities Act (Ontario) (the "OSA");
3. pursuant to clause 4(b) of the Regulation, where the corporation is an offering corporation, the Application for Continuance must be accompanied by the consent of the Commission;
4. the Applicant is a corporation existing under the OBCA by virtue of its continuance thereunder on November 14, 1985;
5. the authorized capital of the Applicant consists of an unlimited number of common shares, of which approximately 300,702,070 are outstanding as at the close of January 10, 2007;
6. by Articles of Amendment dated September 26, 2006, the common shares of the Applicant were consolidated on a 1:20 basis, being one post-consolidated share for each twenty pre-consolidated share, which will result in the aforesaid 300,702,070 common shares being consolidated into 15,035,103 common shares upon completion of the consolidation on the records of the Applicant's registrar and transfer agent, scheduled to occur on January 12, 2007;
7. the Applicant is not in default of any requirements of the OSA or the regulations or rules promulgated thereunder;
8. the Applicant is not a party to any proceeding or to the best of its knowledge, information or belief, any pending proceeding under the OSA;
9. the Applicant currently intends to continue to be a reporting issuer under the OSA;
10. the Application for Continuance under the provisions of the NBCA was approved at an annual and special meeting of shareholders of the Applicant held on September 25, 2006 (the "Meeting");
11. pursuant to section 185 of the OBCA, all shareholders of record as of the record date of the Meeting are entitled to dissent rights with respect to the Application for Continuance (the "Dissent Rights");
12. the management information circular dated August 21, 2006 (the "Circular") provided to all shareholders in connection with the Meeting, advised the holders of common shares of the Applicant of their Dissent Rights;
13. the principal reason for the continuance is to allow the Applicant to avail itself of the greater flexibility provided by the NBBCA with respect to the residency of directors;
14. the continuance is proposed to be made in order for the Applicant to conduct its business affairs in accordance with the provisions of the NBCA; and
15. the material rights, duties and obligations of a corporation existing under the NBCA 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 NBCA.
DATED January 12, 2007