Securities Law & Instruments

Headnote

Consent given to an OBCA Corporation to continue under the laws of Canada.

Statutes Cited

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

Canada Business Corporations Act, R.S.C. 1985, c. C-44, as am.

Regulations Cited

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

IN THE MATTER OF

ONT. REG. 289/00 (THE "REGULATION")

MADE UNDER THE

BUSINESS CORPORATION ACT,

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

AND

IN THE MATTER OF

U.S. SILVER CORPORATION

 

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of U.S. Silver Corporation to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission for U.S. Silver Corporation to continue in 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 U.S. Silver Corporation having represented to the Commission that:

1. U.S. Silver Corporation is proposing to submit an application to the Director under the Business Corporations Act (Ontario) (the "OBCA") pursuant to section 181 of the OBCA (the "Application for Continuance") for authorization to continue as a corporation under the Canada Business Corporations Act (the "CBCA").

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

3. U.S. Silver Corporation was incorporated under the provisions of the OBCA on March 23, 2006. The head office of U.S. Silver Corporation is located at 1255 Bay Street, Suite 400, Toronto, Ontario M5R 2A9.

4. The authorized share capital of U.S. Silver Corporation is comprised of an unlimited number of common shares of which 184,502,673 common shares were issued and outstanding as of May 15, 2007.

5. U.S. Silver Corporation 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"). U.S. Silver Corporation is also a reporting issuer under the securities legislation of each of the provinces of British Columbia and Alberta. U.S. Silver Corporation intends to remain a reporting issuer in Ontario and in the other jurisdictions where it is a reporting issuer.

6. The common shares of U.S. Silver Corporation are listed for trading on the TSX Venture Exchange.

7. U.S. Silver Corporation is not in default under any provision of the Act or the regulations of the Act, nor under the securities legislation of any other jurisdiction where it is a reporting issuer.

8. U.S. Silver Corporation is not a party to any proceeding nor, to the best of its knowledge, information and belief, any pending proceeding under the Act.

9. The Application for Continuance of U.S. Silver Corporation was approved by the shareholders of U.S. Silver Corporation by special resolution at the Annual and Special Meeting of shareholders (the "Meeting") held on June 21, 2007.

10. The principal reason for the Application for Continuance is that U.S. Silver Corporation believes that continuance under the CBCA will provide U.S. Silver Corporation with greater flexibility in carrying on business both within and outside of Canada. U.S. Silver Corporation's mining business and operations are substantially located in Wallace, Idaho, in the United States. As more particularly described in the Circular, management believes that it is in the interests of U.S. Silver Corporation to be able to elect or appoint directors and to conduct its affairs in accordance with the provisions of the CBCA.

11. The material rights, duties and obligations of a corporation governed by the CBCA 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 U.S. Silver Corporation as a corporation under the Canada Business Corporation Act.

DATED June 22, 2007

"Suresh Thakrar"

"Paul K. Bates"