Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (British Columbia).
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.
Regulation made under the Business Corporations Act, Ont. 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
R.R.O. 1990, REGULATION 289/00
IN THE MATTER OF
EAST WEST RESOURCES CORPORATION
(Subsection 4(b) of the Regulation)
UPON the application (the "Application") of East West Resource Corporation (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission to continue in 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 Applicant having represented to the Commission that:
1. The Applicant is a corporation existing under the provisions of the OBCA. The registered office of the Applicant is located at 40 King Street West, Suite 5800, Toronto, Ontario, M5H 3S1;
2. The Applicant is proposing to submit an application to the Director under the OBCA for authorization to continue in another jurisdiction pursuant to Section 181 of the OBCA (the "Application for Continuance");
3. Pursuant to subsection 4(b) of the Regulation, where an applicant corporation is an "offering corporation", the Application for Continuance must be accompanied by the consent from the Commission;
4. The Applicant is an "offering corporation" under the OBCA and is a "reporting issuer" under the Securities Act (Ontario) (the "Securities Act");
5. The Applicant is also a reporting issuer in British Columbia and Alberta;
6. The Applicant intends to remain a reporting issuer in Ontario;
7. The Applicant is not in default of any of the provisions of the Securities Act or the rules and regulations thereto or under the securities legislation of any other jurisdiction where it is a reporting issuer;
8. The Applicant is not a party to any proceeding or to the best of its knowledge, information and belief, pending proceeding under the OBCA or under the Securities Act;
9. The Applicant's shareholders authorized the continuance of the Applicant as a corporation under the Business Corporations Act, S.B.C. 2002, c. 57, as amended (the "BCBCA") by special resolution at a shareholders meeting held on October 26, 2009;
10. Pursuant to section 185 of the OBCA, shareholders entitled to vote at the meeting had the right to dissent from the Applicant for Continuance, and the information circular disclosed full particulars of this right in accordance with applicable law. No shareholders elected to dissent.
11. The principal reason for the continuance to the BCBCA is that the Applicant's management believes that the interests of the Applicant will be better served under the BCBCA as the Company's head office and its management will be located in British Columbia; and
12. The Applicant's material rights, duties and obligations under the BCBCA will be substantially similar to those under 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 the 22nd day of December, 2009.
"James D. Carnwath"
"Kevin J. Kelly"