Securities Law & Instruments

Headnote

Consent given to an offering corporation under the OBCA to continue under the BCBCA.

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).

IN THE MATTER OF

THE REGULATIONS 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

LEBON GOLD MINES LIMITED

 

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Lebon Gold Mines Limited (the "Filer") to the Ontario Securities Commission (the "Commission") requesting the consent of the Commission 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 Filer having represented to the Commission that:

1. The Filer was incorporated under the OBCA by Letters Patent certified effective April 24, 1945. The Filer was dissolved on March 16, 1976 pursuant to subsection 251(3) of the OBCA for default in complying with section 134 of the Securities Act (Ontario). The Filer was revived on June 29, 1988 pursuant to the Ontario Lebon Gold Mines Act, 1988. By articles of amendment certified effective January 15, 1991, the objects of the Filer were deleted, the restrictions on business were removed and the authorized capital was amended to provide for an unlimited number of common shares. The Filer is a reporting issuer in Ontario and was registered as an extra-provincial company under the Business Corporations Act (British Columbia) by Certificate of Registration certified effective June 24, 2005.

2. The Filer's registered and head office is 40 Thicketwood Place, Brechin, Ontario, M3N 2C9. Following completion of the Proposed Continuance (as defined in paragraph 11, below), the registered office of the Filer will be located at Suite 750, 580 Hornby Street, Vancouver, British Columbia, V6C 3B6.

3. The Filer proposes to make an application to the Director under the OBCA pursuant to Section 181 of the OBCA (the Application of Continuance) for authorization to continue as a corporation under the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57 (the BCBCA).

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

5. The Filer is an offering corporation under the OBCA .

6. All of the issued and outstanding common shares of the Filer (the Common Shares) are listed for trading on the Canadian Trading and Quotations System (the CNQ) under the symbol "LBON".

7. Following the Proposed Continuance, the registered office of the Filer will be located in Vancouver, British Columbia.

8. The Filer is, and has been since October 6, 2006, a reporting issuer under the Securities Act (Ontario), R.S.O. 1990, c. S.5, as amended (the Act) and will remain a reporting issuer in Ontario and, to the best of its knowledge, is not in default of any requirement under the Act.

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

10. The Filer's mind and management is now located in British Columbia along with its solicitors, accountants, head office and transfer agents. The Directors' residences are also located in British Columbia. The Filer has no plans to have any business dealings or connections in the Province of Ontario. The Filer has no assets or business in Ontario.

11. The annual and special meeting (the Meeting) of the holders of common Shares (the Shareholders) called to, among other things, consider the continuance of the Filer from the OBCA to the BCBCA (the Proposed Continuance) was held July 19, 2007. The approval of the Shareholders having been obtained, the Application for Continuance will be made, articles of continuance will be filed under the BCBCA and the Proposed Continuance will become effective.

12. The management information circular describing the Proposed Continuance (the Information Circular), which is dated June 12, 2007, was printed and mailed to the shareholders and was filed on the System for Electronic Document Analysis and Retrieval on June 27, 2007.

13. Full disclosure of the reasons for and implications of the Proposed Continuance is included in the Information Circular.

14. The OBCA provides that the resolution of the Shareholders concerning the Continuance (the Continuance Resolution) requires the approval of not less than two-thirds of the aggregate votes cast by the Shareholders present in person or by proxy at the Meeting. Each Shareholder is entitled to one vote for each Common Share held. Shareholder approval of the Continuance was unanimous.

15. 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.

16. 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 Applicant as a corporation under the BCBCA.

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

"Robert L. Shirriff"

"James E.A. Turner"