Securities Law & Instruments

IN THE MATTER OF

THE REGULATION MADE UNDER

THE BUSINESS CORPORATIONS ACT, R.S.O. 1990,

c. B.16, AS AMENDED (the OBCA)

ONTARIO REG. 289/00 (the Regulation)

AND

IN THE MATTER OF

CADILLAC MINING CORPORATION (the Applicant)

 

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Cadillac Mining Corporation (the Applicant) to the Ontario Securities Commission (the Commission) requesting a consent from the Commission for the Applicant to continue into another jurisdiction (the Continuance), as required by subsection 4(b) of the Regulation;

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

AND UPON the Applicant having represented to the Commission that:

1. The Applicant proposes to submit an application to the Director under the OBCA pursuant to Section 181 of the OBCA (the Application for Continuance) for authorization to continue as a corporation under the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57 (the BCBCA).

2. 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 a consent from the Commission.

3. The Applicant was formed effective May 26, 2006 pursuant to the OBCA by Articles of Amendment of Eclips Inc. under Ontario corporation number 1184028. Eclips Inc. was an Ontario corporation which, pursuant to a reorganization, acquired Cadillac West Explorations Inc. and changed its name to Cadillac Mining Corporation effective May 26, 2006.

4. The Applicant's head office and registered office are located in British Columbia.

5. The authorized capital of the Applicant consists of an unlimited number of common shares without par value (the Common Shares) of which 24,478,870 Common Shares are issued and outstanding as of January 8, 2007. The Common Shares of the Applicant are listed for trading on the TSX Venture Exchange under the symbol "CQX".

6. The Applicant is an offering corporation under the OBCA and is, and has been since May 26, 2006, a reporting issuer under the Securities Act (Ontario), R.S.O. 1990, c. S.5, as amended (the Act) and the securities legislation of each of the provinces of British Columbia and Alberta. Following the Continuance, the Applicant will remain a reporting issuer in Ontario and in the other jurisdictions where it is a reporting issuer.

7. The Applicant is not in default under any provision of the Act or the regulations or rules made under the Act, and is not in default under the securities legislation of any other jurisdiction where it is a reporting issuer.

8. 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 or the securities legislation of any other jurisdiction where it is a reporting issuer.

9. The Applicant currently has one wholly-owned subsidiary, Cadillac West Explorations Inc., which was incorporated under the BCBCA on June 8, 2004.

10. The Application for Continuance of the Applicant was approved by the Applicant's shareholders by way of special resolution at the annual and special meeting of shareholders held on February 13, 2007 (the Meeting). Each shareholder was entitled to one vote for each Common Share held. The special resolution approving the Continuance was approved at the Meeting by 99.9% of the votes cast.

11. Pursuant to Section 185 of the OBCA, all shareholders of record as of the record date, being January 8, 2007, for the Meeting were entitled to dissent rights with respect to the Application for Continuance (the Dissent Rights).

12. The management information circular dated January 8, 2007 (the Circular) describing the proposed Continuance was mailed to the shareholders on January 19, 2007 and filed on SEDAR on January 24, 2007. The Circular advised the holders of Common Shares of the Applicant of their Dissent Rights.

13. The Application for Continuance is being made because the Applicant's management and service providers are located in British Columbia. In addition, management believes that having British Columbia company status is in the interest of the Applicant to be able to elect or appoint directors and to conduct its affairs in accordance with the provisions of the BCBCA.

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.

DATED this 27th day of February, 2007.

"Wendell S. Wigle, Q.C."
Commissioner
 
"Suresh Thakrar, FICB"
Commissioner