Securities Law & Instruments

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (Alberta) -- Continuation is being done for the purposes of completing an amalgamation of the issuer with a company incorporated under the Business Corporations Act (Alberta).

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)

THE MATTER OF

ONT. REG. 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

CUMBRE VENTURES INC.

 

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Cumbre Ventures Inc. ("Cumbre") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission for Cumbre to continue into another jurisdiction as required by subsection 4(b) of the Regulation;

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

AND UPON Cumbre having represented to the Commission that:

1. Cumbre exists under the laws of the province of Ontario by virtue of its incorporation, which was effective as of April 12, 2006.

2. The registered office of Cumbre is c/o Suite 2100, 40 King Street West, Scotia Plaza, Toronto, Ontario M5H 3C2. Upon completion of the proposed continuance described below, the registered office of Cumbre will be c/o ProVenture Law LLP, 880-16th Avenue, SW, Suite 2, Calgary, Alberta, T2R 1J9.

3. Cumbre's authorized share capital consists of an unlimited number of common shares without par value of which 1,425,000 common shares were issued and outstanding as of the date hereof. All of the issued and outstanding common shares of Cumbre are listed for trading on the TSX Venture Exchange under the trading symbol "CUB. P".

4. Cumbre 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").

5. Pursuant to section 181 of the OBCA, Cumbre proposes to submit to the Director appointed under the OBCA an application (the "Application for Continuance") for authorization to continue (the "Continuance") as a corporation under section 188 of the Business Corporations Act (Alberta) B-9 RSA 2000 (the "ABCA").

6. The Application for Continuance is being made in connection with a proposed business combination structured as an amalgamation involving Cumbre and Atlas Minerals Inc. ("Atlas"), a corporation existing under the laws of the province of Alberta. The articles of amalgamation giving effect to such amalgamation will be filed pursuant to the ABCA.

7. Pursuant to clause 4(b) of the Regulation, where a corporation applying to continue into another jurisdiction is an "offering corporation" (as such term is defined in the OBCA), the Application for Continuance must be accompanied by a consent from the Commission.

8. Cumbre is not in default of any of the provisions of the Act or the regulations or rules promulgated thereunder or in default of the securities legislation of any other jurisdiction where it is a reporting issuer or the equivalent.

9. Cumbre 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 or the equivalent.

10. Cumbre intends to remain a reporting issuer or the equivalent in each jurisdiction in which it is currently a reporting issuer or the equivalent following the Continuance.

11. The Continuance of Cumbre as a corporation under the ABCA was approved by Cumbre's shareholders by special resolution (the "Continuance Resolution") at the Annual and Special Meeting of Shareholders held on September 19, 2007 (the "Meeting"). The special resolution authorizing the Continuance was approved at the Meeting by 79.48% of the votes cast.

12. Pursuant to section 185 of the OBCA, all shareholders of record as of the record date of the Meeting are entitled to dissent rights with respect to the Continuance Resolution ("Dissent Rights").

13. The management information circular of Cumbre dated August 21, 2007 as supplemented by the addendum dated September 20, 2007 (collectively, the "Information Circular") provided to all shareholders of Cumbre in connection with the Meeting, advised the holders of common shares of Cumbre of their Dissent Rights.

14. As more particularly described in the Information Circular, it is intended that Cumbre will amalgamate with Atlas. In order to do so, Cumbre and Atlas must be governed by the laws of the same jurisdiction. The Continuance has been proposed so that the corporation resulting from the amalgamation of Cumbre and Atlas may conduct its affairs in accordance with the ABCA.

15. The material rights, duties and obligations of a corporation governed by the ABCA 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 Cumbre as a corporation under the ABCA.

DATED this 16th day of October, 2007.

"Kevin J. Kelly"
Commissioner
Ontario Securities Commission
 
"Margot C. Howard"
Commissioner
Ontario Securities Commission