Securities Law & Instruments

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the laws of the Companies Act, 1981 (Bermuda).

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).

IN THE MATTER OF

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

AS AMENDED (THE "REGULATION")

MADE UNDER THE

BUSINESS CORPORATIONS ACT (ONTARIO),

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

AND

IN THE MATTER OF

CRONUS RESOURCES LTD.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application (the "Application") of Cronus Resources Ltd. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission for the Applicant to continue (the "Continuance") in 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 the Applicant having represented to the Commission that:

1. The Applicant was incorporated pursuant to the Company Act (British Columbia) on July 2, 1986 under the name of "Crest Resources Ltd.". On March 23, 1992, the Applicant changed its name to "Sentinel Resources Ltd.", consolidated its authorized share capital from 20,000,000 common shares to 6,666,667 common shares and increased the authorized share capital from 6,666,667 common shares to 20,000,000 common shares. On August 30, 1995, the Applicant changed its name to "Ulysses International Resources Ltd.". In October 1995, the Applicant continued from the Province of British Columbia to Bermuda. The Applicant changed its name to "Auric Resources Ltd." on April 23, 2001. On November 1, 2001, the Applicant continued from Bermuda to the Yukon Territory and changed its name to "Lalo Ventures Ltd." On July 29, 2005, the Applicant continued from the Yukon Territory to the Province of British Columbia. On December 16, 2005, the Applicant changed its name from "Lalo Ventures Ltd." to "Sunrise Minerals Inc.". On March 10, 2008, the Applicant changed its name from "Sunrise Minerals Inc." to "Cronus Resources Ltd." On November 23, 2009, the Applicant continued from the Province of British Columbia to the Province of Ontario.

2. The Applicant's registered and head office is located at 1 University Avenue, Suite 401, Toronto, ON M5J 2P1. Following completion of the proposed Continuance, the registered office of Amalco (as defined below) will be located at Milner House, 18 Parliament Street, Hamilton HM FX, Bermuda.

3. The Applicant's authorized capital consists of an unlimited number of common shares (the "Common Shares"), of which approximately 15,321,274 Common Shares are issued and outstanding as at the date hereof.

4. The Common Shares of the Applicant are listed for trading on the TSX Venture Exchange (the "Exchange") under the symbol "CRZ". The Applicant has applied for listing of the common shares of Amalco (as defined below) on the Toronto Stock Exchange.

5. The Applicant is an offering corporation under the provisions of the OBCA and a reporting issuer under the Securities Act (Ontario) (the "Act"). The Applicant is also a reporting issuer or its equivalent under the securities legislation of the provinces of British Columbia and Alberta. The Applicant is not a reporting issuer in any other jurisdiction in Canada.

6. The Applicant intends to apply (the "Application for Continuance") to the Director under the OBCA for authorization to continue into Bermuda as a corporation under the Companies Act, 1981 (Bermuda) (the "Companies Act") pursuant to section 181 of the OBCA.

7. 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.

8. The Applicant is not in default under any provision of the Act or the regulations or rules made under the Act and is not in default under the securities legislation of any other jurisdiction where it is a reporting issuer or equivalent.

9. The Applicant is not in default of any of the rules, regulations or policies of the Exchange.

10. The Applicant is not a party to any proceeding nor, to the best of its knowledge, information and belief, any pending proceeding under the Act.

11. The Application for Continuance is being made in connection with the proposed reverse take over transaction involving the amalgamation (the "Amalgamation") of the Applicant with Continental Gold Limited ("Continental Gold"), a private company incorporated pursuant to the Companies Act. As part of the Amalgamation, the amalgamated entity ("Amalco") will carry on business under the name "Continental Gold Limited". Upon completion of the Amalgamation, Amalco will be governed by the Companies Act.

12. The Continuance is proposed to be made because the Applicant believes it to be in the best interest to continue as a corporation and conduct its affairs in accordance with the Companies Act in order to effect the Amalgamation.

13. The holders of Common Shares of the Applicant authorized the Continuance of the Applicant at a special meeting of shareholders held on March 22, 2010 (the "Meeting"). The special resolution authorizing the Continuance was approved at the Meeting by 99.20% of the votes cast.

14. The management information circular dated February 17, 2010 of the Applicant and Continental Gold, provided to all the shareholders of the Applicant in connection with the Meeting, included full disclosure of the reasons for and the implication of the proposed Continuance, included a summary of the material differences between the OBCA and the Companies Act and advised the shareholders of their dissent rights in connection with the Continuance, pursuant to Section 185 of the OBCA.

15. The material rights, duties and obligations of a corporation governed by the Companies Act are substantially similar to those of a corporation governed by the OBCA.

16. Amalco intends to remain a reporting issuer in Ontario and in the other jurisdictions where it is a reporting issuer.

17. The Applicant intends to maintain a corporate office in Ontario, Canada subsequent to the Continuance.

AND UPON the Commission being satisfied that to make this order would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the Companies Act.

DATED at Toronto, Ontario this 26th day of March, 2010.

"Carol S. Perry"
Commissioner
Ontario Securities Commission
 
"Kevin J. Kelly"
Commissioner
Ontario Securities Commission