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, O. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF

ONTARIO REGULATION 289/00,

AS AMENDED (the "Regulation")

MADE UNDER THE

BUSINESS CORPORATIONS ACT,

R.S.O. 1990, c. B.16, AS AMENDED (the "OBCA")

AND

IN THE MATTER OF

GREENSHIELD EXPLORATIONS LIMITED

 

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Greenshield Explorations Limited (the "Corporation") to the Ontario Securities Commission (the "Commission") requesting the consent of the Commission for the Corporation 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 Corporation having represented to the Commission that:

1. The Corporation proposes to make 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 of the Commission.

3. The Corporation was incorporated in the province of Alberta on March 8, 1988. On July 7, 1995, the Corporation's incorporation was continued from the province of Alberta into the province of Ontario. On July 24, 2005 the Corporation's name was changed from "Eastern Stone Products Ltd." to "Greenshield Resources Inc." and on May 23, 2006 the name of the Corporation was changed to "Greenshield Explorations Limited".

4. The Corporation's head office is located at Suite 500, 67 Richmond Street West, Toronto, Ontario, M5H 1Z5. The head office of the Corporation following completion of the proposed continuance will be #507, 837 West Hastings Street, Vancouver, British Columbia, V6C 3N6.

5. The authorized share capital of the Corporation consists of an unlimited number of common shares without par value (the "Common Shares"), of which 1,982,257 Common Shares are currently issued and outstanding.

6. The Corporation's issued and outstanding Common Shares are listed for trading on the NEX of the TSX Venture Exchange under the symbol "GRX.H".

7. The Corporation is an offering corporation under the provisions of the OBCA and is 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, Alberta and Quebec. The Corporation intends to remain a reporting issuer in Ontario, British Columbia, Alberta and Quebec following the continuance.

8. The Corporation 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.

9. The Corporation 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.

10. The Corporation's shareholders authorized the continuance of the Corporation as a corporation under the BCBCA by special resolution at the annual and special meeting of shareholders held on March 30, 2007 (the "Meeting"). The special resolution authorizing the continuance was approved at the Meeting by 71.77% of the votes cast.

11. Pursuant to section 185 of the OBCA, all shareholders of record as of the record date for the Meeting were entitled to exercise dissent rights with respect to the Application for Continuance (the "Dissent Rights").

12. The management information circular of the Corporation dated March 1, 2007 describing the proposed continuance, provided to the shareholders of the Corporation together with the notice of Meeting, advised the holders of the Common Shares of the Corporation of their Dissent Rights in connection with the continuance.

13. The Application for Continuance is being made because the Corporation'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 Corporation 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 Corporation as a corporation under the BCBCA.

DATED this 21st day of August, 2007.

"David L. Knight"
Commissioner
Ontario Securities Commission
 
"Kevin J. Kelly"
Commissioner
Ontario Securities Commission