Securities Law & Instruments

Headnote

Consent given to OBCA corporation to continue under the ABCA.

Statutes Cited

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

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

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulation Cited

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

IN THE MATTER OF

THE REGULATION MADE UNDER

THE BUSINESS CORPORATIONS ACT

(ONTARIO), R.S.O. 1990, c. B.16, AS AMENDED

(the OBCA) AND

R.R.O 1990, REGULATION 289/00, AS AMENDED

(the Regulation)

AND

IN THE MATTER OF

EXALL ENERGY CORPORATION

 

CONSENT

(Clause 4(b) of the Regulation)

UPON the application (Application) of Exall Energy Corporation (Filer) to the Ontario Securities Commission (Commission) requesting a consent from the Commission for the Filer to continue in another jurisdiction, as required by clause 4(b) of the Regulation;

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

AND UPON the Filer having represented to the Commission that:

1. The Filer is a corporation existing under the provisions of the OBCA and was formed by Certificate and Articles of Amalgamation pursuant to the Business Corporations Act (Ontario) on July 1, 2007 under the name Exall Energy Corporation.

2. The Filer's registered office is located at Suite 1600, 130 King Street West, Toronto, Ontario M5X 1J5.

3. The Filer's authorized share capital consists of an unlimited number of common shares of which 31,887,490 common shares are issued and outstanding as at September 13, 2007.

4. The Filer intends to apply to the Director under the OBCA for authorization to continue into Alberta as a corporation under the Business Corporations Act (Alberta) (ABCA) pursuant to section 181 of the OBCA (Application for Continuance).

5. The Filer's issued and outstanding common shares are posted and listed for trading on the Toronto Stock Exchange under the symbol "EE".

6. Pursuant to clause 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.

7. The Filer 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 (Act) and will remain a reporting issuer in Ontario after completion of the Continuance procedure to Alberta.

8. The Filer is not in default of any of the provisions of the Act or the regulations or rules made thereunder.

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

10. The Continuance is being proposed because a majority of the directors and officers of the Filer are now resident in Alberta and the business of the Filer is now conducted from offices in Alberta.

11. Full disclosure of the reasons for and implications of the proposed continuance was included in the management Information Circular, dated June 29, 2007, regarding the annual and special meeting of shareholders to be held July 31, 2007, called to, among other things, consider the continuance of the Filer from the OBCA to the ABCA. The information circular was sent to all registered shareholders as at the record date.

12. 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.

13. The Shareholders had the right to dissent from the proposed continuance under Section 185 of the OBCA, and the Information Circular disclosed full particulars of this right in accordance with applicable law. No shareholders elected to dissent.

14. The Filer's continuance as a corporation under the ABCA was approved at the annual and special meeting of shareholders held on July 31, 2007 with the approval of 99.97% of the shares voted on the proposal.

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 Filer as a corporation under the ABCA.

DATED at Toronto, Ontario this 2nd day of November, 2007.

"Robert L. Shirriff"

"James E.A. Turner"