Securities Law & Instruments

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue 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).

IN THE MATTER OF

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

(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

ATIKWA RESOURCES INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application (the "Application") of Atikwa Resources Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission for the Applicant to continue in another jurisdiction (the "Continuance"), 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 representing to the Commission that:

1. The Applicant was amalgamated under the Business Corporations Act (Ontario) by certificate of amalgamation issued on November 18, 2009, under the name Atikwa Resources Inc.

2. The Applicant's registered office address is Suite 4200, 66 Wellington Street West, Toronto, Ontario M5K 1N6. The Applicant's head office address is 3400, 350 -- 7th Avenue SW, Calgary, Alberta, T2P 3N9. Following completion of the proposed Continuance (as defined in paragraph 11 below), the registered and records office of the Applicant will be located at Suite 3400, 350 -- 7th Avenue SW, Calgary, Alberta, T2P 3N9.

3. The Applicant proposes to make an application to the Director under the OBCA pursuant to Section 181 of the OBCA (the "Application for Continuance") for authorization to continue as a corporation under the Business Corporations Act (Alberta), R.S.A. 2000, c. B-9 (the "ABCA").

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

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

6. All of the Applicant's issued and outstanding Common Shares (the "Common Shares") are listed for trading on the TSX Venture Exchange (the "TSX") under the symbol "ATK").

7. Following the Continuance, the registered office of the Applicant will be located in Calgary, Alberta.

8. The Applicant is a reporting issuer within the meaning of the Securities Act (Ontario), R.S.O. 1990, c. S.5, as amended (the "OSA"), within the meaning of the Securities Act (Alberta), R.S.A 2000, c. S-4 (the "ASA"), within the meaning of the Securities Act (British Columbia), R.S.BC 1996. c.418 (the "BCSA") and within the meaning of the Securities Act (Quebec), R.S.Q. chapter V-1.1 (the "QSA"). The Applicant intends to remain a reporting issuer under the OSA, ASA, BCSA and the QSA following the Continuance.

9. The Applicant is not in default of any of the provisions of the OSA or the regulations or rules made thereunder, and is not in default under the ASA, the BCSA or the QSA.

10. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, pending proceeding under the OSA, the ASA, the BCSA, the QSA, or the OBCA.

11. The Continuance of the Applicant was approved by the Applicant's shareholders (the "Shareholders") by way of special resolution at an annual and special meeting of shareholders (the "Meeting") held on October 22, 2009. The special resolution authorizing the Continuance was approved by 100% of the votes cast by Shareholders at the Meeting. Accordingly, the Application for Continuance is to be made, articles of continuance are to be filed under the ABCA and the proposed continuance is to become effective.

12. The management information circular of the Applicant describing the Continuance, dated September 24, 2009, (the "Information Circular"), provided to the Shareholders in connection with the Meeting, advised them of their dissent rights in connection with the Continuance pursuant to section 185 of the OBCA.

13. The Continuance under the ABCA has been proposed for the Applicant as it will allow the Applicant to eliminate the inconvenience and cost of having a registered office in a different jurisdiction from the Applicant's head office and will help the Applicant become more administratively efficient. The Applicant believes that the continuation will not materially adversely affect the rights of the Applicant's shareholders or the conduct of the business and affairs of the Applicant.

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 ABCA.

DATED at Toronto on this 16th day of April, 2010

"Margot C. Howard"
Commissioner
Ontario Securities Commission
 
"James Carnwath"
Commissioner
Ontario Securities Commission