Securities Law & Instruments

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.

Regulations Cited

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

IN THE MATTER OF

R.R.O. 1990, ONT. REG. 289/00, AS AMENDED

(the "Regulation") MADE UNDER

THE BUSINESS CORPORATIONS ACT,

R.S.O. 1990, c.B16, AS AMENDED

(the "OBCA")

AND

IN THE MATTER OF

BECKER GOLD MINES LTD.

 

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Becker Gold Mines Ltd. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent (the "Request") of the Commission for the Applicant to continue in another jurisdiction (the "Continuance"), 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:

1. The Applicant was incorporated on November 30, 1944 under the name Independent Mining Corporation Limited and changed its name to Independent Enterprises Inc. by articles of amendment dated June 26, 2000, and further changed its name to Becker Gold Mines Ltd. by articles of amendment dated January 2, 2003.

2. The Applicant's registered office is located at Suite 604, 80 Richmond Street West, Toronto, Ontario, M5H 2S9.

3. The authorized capital of the Applicant consists of an unlimited number of common shares of which 9,022,911 are issued and outstanding as at December 7, 2006.

4. The Applicant proposes to make an application (the "Application for Continuance") to the Director under the OBCA pursuant to section 181 of the OBCA for authorization to continue under the Business Corporations Act (British Columbia), S.B.C. 2002, C. 57 (the "BCBCA").

5. 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 the consent of the Commission.

6. The Applicant is an offering corporation under the provisions of the OBCA and a reporting issuer within the meaning of the Securities Act (Ontario) R.S.O. 1990, c. S.5. as amended (the "Act").

7. The Applicant's issued and outstanding common shares are listed for trading on the TSX Venture Exchange under the symbol "BGD".

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

9. Following the Continuance, the registered office of the Corporation will be located in Vancouver, British Columbia.

10. 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 British Columbia and Alberta Legislation.

11. 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 British Columbia and Alberta Legislation.

12. The Continuance of the Applicant was approved by the Applicant's shareholders by way of special resolution at a special meeting of shareholders (the "Meeting") held on December 7, 2006. The special resolution approving the Continuance was approved at the Meeting by 99.5% of the votes cast.

13. The management information circular of the Applicant dated October 31, 2006, provided to all shareholders of the Applicant in connection with the Meeting, advised the holders of the common shares of their dissent rights in connection with the Continuance pursuant to section 185 of the OBCA and included a summary of the differences between the BCBCA and the OBCA.

14. The Continuance was proposed because the current management personnel of the Applicant are all resident in British Columbia, the Applicant does not conduct any business in Ontario, and there is no longer any nexus or connection with Ontario. Management believes that it will be more efficient and cost effective for the Applicant to be governed by the laws of British Columbia.

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

DATED this 12th day of January, 2007.

"Margot C. Howard"

"David L. Knight"