Securities Law & Instruments


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.

Business Corporations Act, S.B.C. 2002, c. 57.

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).



(the "Regulation")



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






(Subsection 4(b) of the Regulation)

UPON the application of Red Dragon Resources Corp. (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 formed pursuant to an amalgamation under the OBCA on May 20, 2005 between Inc. and Red Dragon Gold Corporation (Ontario).

2. The Applicant's head office is located at Suite 308, 595 Howe Street, Vancouver, British Columbia, V6C 2T5.

3. The authorized capital of the Applicant consists of unlimited number of common shares of which 68,528,519 are issued and outstanding as at June 15, 2007.

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

5. 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) (the "BCBCA").

6. 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.

7. 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 "Act").

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 (collectively the "Legislation") and will remain a reporting issuer or the equivalent under the Act and the Legislation following the Continuance.

9. The Applicant is not listed as being in default of any of the provisions of the Act or the regulations or rules made thereunder.

10. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, pending proceeding under the Act.

11. The Continuance of the Applicant was approved by the Applicant's shareholders by way of special resolution at an annual and special meeting of shareholders (the "Meeting") held on June 15, 2007. The special resolution approving the Continuance was approved at the Meeting by 98.71% of the votes cast.

12. The management information circular of the Applicant dated May 22, 2007, provided to all shareholders of the Applicant in connection with the Meeting, advised the holders of 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.

13. The Continuance was proposed because:

(a) the current management of the Applicant are all resident in British Columbia or Europe;

(b) the Applicant does not maintain an office or conduct business in Ontario;

(c) the annual meetings of the Applicant are held in British Columbia;

(d) the Applicant no longer has any nexus or significant connection with Ontario; and

(e) the Continuance would be more efficient and cost-effective for the Applicant and the Applicant's shareholders.

14. 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 17th day of August, 2007.

"Robert Shirriff"
Ontario Securities Commission
"Paul Bates"
Ontario Securities Commission