Lander Energy Corporation -- 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, 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

LANDER ENERGY CORPORATION

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Lander Energy Corporation (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting consent (the "Application") from the Commission for the Applicant to continue 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 under the OBCA on October 11, 2007. Its head and principal office is located at 330 Bay Street, Suite 1208, Toronto, Ontario M5H 2S8.

2. The Applicant, with a view to relocate its head office to British Columbia for administrative convenience, intends to apply to the Director under the OBCA for authorization to continue under the Business Corporations Act (British Columbia) ("BCBCA"). Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation, its Application for continuance as a corporation under the BCBCA must be accompanied by a consent from the Ontario Securities Commission. The Applicant intends to apply for continuation under the BCBCA as soon as it receives consent from the Commission.

3. The Applicant is an offering corporation under the OBCA and is and intends to remain a reporting issuer under the Securities Act (the "Act"). The Applicant is also a reporting issuer in British Columbia, Alberta and Saskatchewan and intends to remain a reporting issuer in each of these jurisdictions following the proposed continuance as a corporation under the BCBCA.

4. The common shares of the Application are currently listed and posted for trading on the TSX Venture Exchange under the trading symbol "LAE.H".

5. The Applicant is not in default of any of the provisions of the OBCA, the Act or the regulations or rules made thereunder, any rules, regulations or policies of the TSX Venture Exchange, or the securities legislation of any province where it is a reporting issuer.

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

7. 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. The Applicant's management information circular, dated March 9, 2012 and filed on SEDAR on March 13, 2012 which was provided to all shareholders of the Applicant for its April 4, 2012 annual and special meeting (the "Meeting"), provided shareholders with a summary of differences between the BCBCA and the OBCA.

8. At the Meeting, a special resolution authorizing the continuance under the BCBCA was approved by 100% of the votes cast by shareholders of the Applicant. None of the shareholders of the Applicant exercised dissent right pursuant to section of 185 of the OBCA.

9. The Applicant intends to relocate its head office to British Columbia and change its name in conjunction with its continuance as a corporation under the BCBCA. The Applicant will apply to make the British Columbia Securities Commission its principal regulator in due course as well.

10. The Applicant issued a press release dated April 11, 2012 indicating that, subject to regulatory approvals, the Applicant intends to commence trading of its common shares on the TSX Venture Exchange under the new name of the Applicant, Proposer Gold Corp., under the trading symbol "PGX.H".

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 at Toronto, Ontario this 24th day of April, 2012.

"James D. Carnwath"
Commissioner
Ontario Securities Commission
 
"Wes M. Scott"
Commissioner
Ontario Securities Commission