Caribou Copper Resources Ltd. -- s. 4(b) of the Regulation

Consent

Headnote

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

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, Ont. 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

CARIBOU COPPER RESOURCES LTD.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Caribou Copper Resources Ltd. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent of the Commission, pursuant to subsection 4(b) of the Regulation, for the Applicant to continue into the Province of British Columbia;

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 formed by articles of incorporation under the OBCA on February 27, 2007 under the name Yow Capital Corp. The Applicant's name was changed from Yow Capital Corp. to Caribou Copper Resources Ltd. pursuant to articles of amendment dated September 2, 2009.

2. The registered office of the Applicant is located at 50 O'Connor Street, 15th Floor, Ottawa, Ontario, K1P 6L2.

3. The Applicant is authorized to issue an unlimited number of common shares (the "Common Shares"), of which 31,068,000 Common Shares are issued and outstanding at the close of business on December 5, 2011.

4. The Common Shares of the Applicant are listed and posted for trading on the TSX Venture Exchange under the symbol "CKR".

5. The Applicant intends to apply to the Director under the OBCA for authorization to continue (the "Application for Continuance") under the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57 (the "BCABC") pursuant to Section 181 of the OBCA (the "Continuance").

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

7. The Applicant 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 (the "Act"), and the securities legislation of each of British Columbia and Alberta that have a reporting issuer concept (collectively, the "Legislation").

8. The Applicant is not in default of any of the provisions, rules or regulations of the OBCA, the Act or the Legislation.

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

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

11. An annual and special meeting of the shareholders of the Applicant was held on December 16, 2011 (the "Meeting") to consider, among other things, a special resolution in connection with the Continuance (the "Continuance Resolution"). The Continuance Resolution required 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, and was approved at the Meeting by 89.56% of the votes cast by shareholders of the Applicant, the requisite majority of shareholders present in person or by proxy at the Meeting.

12. The Management Information Circular of the Applicant dated November 7, 2011 (the "Circular"), which was provided to all securityholders of the Applicant in connection with the Meeting, advised the shareholders of their dissent rights in connection with the Continuance Resolution pursuant to Section 185 of the OBCA and included a summary comparison of the differences between the OBCA and the BCABC. The Circular was filed on the System for Electronic Document Analysis and Retrieval ("SEDAR") on November 17, 2011 and mailed to securityholders of record at the close of business on November 18, 2011.

13. Full disclosure of the reasons for and the implications of the Continuance are included in the Circular.

14. The Continuance is being made as management and the operating office of the Company are located in British Columbia; as such, the Board has determined the proposed Continuation is in the best interest of the Company and it will be more efficient and cost effective for the Company to be governed by the laws of British Columbia. At the Meeting the Applicant's shareholders, by special resolution, resolved that, upon continuance into British Columbia the name of the Applicant will be changed to "Caribou King Resources Ltd.", or such other name as may be approved by the Board of Directors in their sole discretion and is acceptable to the applicable regulatory authorities (the "New Name"). The Applicant will continue under such New Name.

15. The Applicant intends to remain a reporting issuer in each of Ontario, British Columbia and Alberta following the proposed continuance under the BCBCA.

16. The material rights, duties and obligations of a corporation governed by the BCABC are substantially similar to those of a corporation governed by 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 BCABC.

DATED this 20th day of December, 2011.

"Vern Krishna"
Commissioner
Ontario Securities Commission
 
"Judith Robertson"
Commissioner
Ontario Securities Commission