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

Consent

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

CURIS RESOURCES LTD.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Curis Resources Ltd. (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 representing to the Commission that:

1. The Applicant was incorporated under the OBCA by articles of incorporation effective May 14, 2008 under the name PCI-1 Capital Corp. Articles of Amendment under the OBCA were filed effective January 31, 2011, changing the name of the Applicant from PCI-1 Capital Corp. to Curis Resources Ltd.

2. The authorized share capital of the Applicant consists of an unlimited number of Common shares of which 56,307,142 are issued and outstanding as at March 28, 2011. The Common shares are listed for trading on the TSX Venture Exchange under the symbol "CUV".

3. At a special meeting of the shareholders held January 28, 2011 (the Special Meeting), the shareholders of the Applicant by special resolution resolved that the authorized share structure of the Applicant be altered to create a class of Preferred Shares without par value and without a maximum number which may be issuable in series on such terms as determined by the directors in accordance with the class of rights and restrictions. Articles of Amendment under the OBCA altering the authorized share structure will not be filed with the Ontario Ministry of Government Services until such time as the Preferred Shares are required to be issued. Once the Applicant continues into British Columbia, it will adopt as its authorized share structure, an unlimited number of Common shares without par value and an unlimited number of Preferred Shares without par value.

4. The Applicant's current registered office is located at 181 Bay Street, Suite 2500, Toronto, Ontario M5J 2T7.

5. Following the proposed continuance, the registered office of the Applicant will be located at 1500 Royal Centre, 1055 West Georgia Street, P.O. Box 11117, Vancouver, BC V6E 4N7.

6. 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 (British Columbia), S.B.C. 2002, c. 57 (the BCBCA) (the Continuance).

7. 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.

8. The Applicant is an offering corporation under the OBCA and is a reporting issuer under the Securities Act (Ontario) (the Act). The Applicant is also a reporting issuer under the securities legislation of British Columbia and Alberta.

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

10. The Applicant is not a party to any proceedings or, to the best of its knowledge, information and belief, any pending proceedings under the OBCA and the Act or under the securities legislation of any other jurisdiction where it is a reporting issuer.

11. The Continuance was approved by the Applicant's shareholders at the Special Meeting. The resolution approving the Continuance was approved by 100% of the votes cast.

12. The Applicant's management and head office are located in British Columbia and the continuance is being proposed to move the jurisdiction of incorporation to the jurisdiction in which the business is being operated.

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

14. Holders of Common Shares as of the date of the Meeting have the right to dissent from the proposed continuance under section 185 of the OBCA. The information circular dated December 22, 2010 describing the proposed continuance that was mailed to holders of Shares on December 31, 2010 disclosed full particulars of the dissent rights.

15. 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 this 1st day of April, 2011.

"Margo C. Howard"
Commissioner
Ontario Securities Commission
 
"Edward P. Kerwin"
Commissioner
Ontario Securities Commission